22. The management body ’s responsibilities should include setting, approving and overseeing the …

The management body ’s responsibilities should include setting, approving and overseeing the implementation of:

a. the overall business strategy and the key policies of the institution within the

applicable

legal and regulatory framework, taking into account the institution ’ s long-

term financial interests and solvency;

b. the overall risk strategy, the institution ’s risk appetite and its risk management framework and measures to ensure that the management body devotes sufficient time to risk and risk management issues;
c. an adequate and effective internal governance and internal control framework, as defined in Title V, that:

i.	includes a clear organisational structure and well-functioning independent internal risk management, compliance and audit functions that have sufficient authority, stature and resources to perform their functions;
ii.	ensures compliance with applicable regulatory requirements in the context of the prevention of money laundering and terrorism financing;

d. the amounts, types and distribution of both internal capital and regulatory capital to adequately cover the risks of the institution;
e. targets for the liquidity management of the institution;
f. a remuneration policy that is in line with the remuneration principles set out in Articles 92 to 95 of Directive 2013/36/EU and the EBA guidelines on sound remuneration policies under Articles 74(3) and 75(2) of Directive 2013/36/EU¹³ ;
g. arrangements aimed at ensuring that the individual and collective suitability assessments of the management body are carried out effectively, that the composition and succession planning of the management body are appropriate, and that the management body performs its functions effectively¹⁴ ;
h. a selection and suitability assessment process for key function holders¹⁵ ;
i. arrangements aimed at ensuring the internal functioning of each committee of the management body, when established, detailing the:

i.	role, composition and tasks of each of them;
ii.	appropriate information flow, including the documentation of recommendations and conclusions, and reporting lines between each committee and the management body, competent authorities and other parties;

j. a risk culture in line with Section 9 of these guidelines, which addresses the institution ’s risk awareness and risk-taking behaviour;
k. a corporate culture and values in line with Section 10, which foster responsible and ethical behaviour, including a code of conduct or similar instrument;
l. a conflict-of-interest policy at institutional level in line with Section 11 and for staff in line with Section 12; and
m. arrangements aimed at ensuring the integrity of the accounting and financial reporting systems, including financial and operational controls and compliance with the law and relevant standards.

¹³ EBA guidelines on sound remuneration policies

¹⁴ See also the joint ESMA and EBA guidelines on the assessment of the suitability of members of the management body and key function holders.

¹⁵ See also joint ESMA and EBA guidelines on the assessment of the suitability of members of the management body and key function holders.

1. Forbhreathnú

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Caighdeáin
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