3 Supervisory function of the management body

The role of the members of the management body in its supervisory function should include monitoring and constructively challenging the strategy of the institution.

Without prejudice to national law the management body in its supervisory function should include independent members as provided for in Section 9.3 of the joint ESMA and EBA guidelines on the assessment of the suitability of members of the management body and key function holders under Directive 2013/36/EU and Directive 2014/65/EU.

Without prejudice to the responsibilities assigned under the applicable national company law, the management body in its supervisory function should:

• a. oversee and monitor management decision-making and actions and provide effective oversight of the management body in its management function, including monitoring and scrutinising its individual and collective performance and the implementation of the institution ’s strategy and objectives;
• b. constructively challenge and critically review proposals and information provided by members of the management body in its management function, as well as its decisions;
• c. taking into account the proportionality principle as set out in Title I, appropriately fulfil the duties and role of the risk committee, the remuneration committee and the nomination committee, where no such committees have been set up;
• d. ensure and periodically assess the effectiveness of the institution ’s internal governance framework and take appropriate steps to address any identified deficiencies;
• e. oversee and monitor that the institution ’s strategic objectives, organisational structure and risk strategy, its risk appetite and risk management framework, as well as other policies (e.g. remuneration policy) and the disclosure framework are implemented consistently;
• f. monitor that the risk culture of the institution is implemented consistently;
• g. oversee the implementation and maintenance of a code of conduct or similar code and effective policies to identify, manage and mitigate actual and potential conflicts of interest;
• h. oversee the integrity of financial information and reporting, and the internal control framework, including an effective and sound risk management framework;
• i. ensure that the heads of internal control functions are able to act independently and, regardless the responsibility to report to other internal bodies, business lines or units, can raise concerns and warn the management body in its supervisory function directly, where necessary, when adverse risk developments affect or may affect the institution; and
• j. monitor the implementation of the internal audit plan, after the prior involvement of the risk and audit committees, where such committees are established.