88. When determining the sufficient number of independent members, the principle of proportionality …

When determining the sufficient number of independent members, the principle of proportionality should be taken into account. Members representing employees in the management body should not be taken into account when determining the sufficient number of independent members in the management body in its supervisory function. Without prejudice to any additional requirements imposed by national law the following should apply:

• a. the following relevant institutions should have a management body in its supervisory function that includes a sufficient number of independent members:
• i. significant CRD institutions;
• ii. listed relevant institutions;
• b. relevant institutions that are neither significant nor listed should, as a general principle, have at least one independent member within the management body in its supervisory function. However, competent authorities may not require any independent directors within:
• i. relevant institutions that are wholly owned by a relevant institution, in particular when the subsidiary is located in the same Member State as the parent relevant institution;
• ii. investment firms that meet the criteria set out in point (a) of Article 32(4) of Directive 2019/2034/EU or the other criteria established by a relevant Member State in accordance with paragraphs (5) and (6) of Article 32 of Directive No 2019/2034/EU.
• c. Within the overall responsibility of the management body, the independent members should play a key role in enhancing the effectiveness of checks and balances within the relevant institutions by improving oversight of management decision-making and ensuring that:
• d. the interests of all stakeholders, including minority shareholders, are appropriately taken into account in the discussions and decision-making of the management body. Independent members could also help to mitigate or offset undue dominance by individual members of the management body representing a particular group or category of stakeholders;
• e. no individual or small group of members dominates decision-making; and
• f. conflicts of interest between the institution, its business units, other entities within the accounting scope of consolidation and external stakeholders, including clients, are appropriately managed.

1. Forbhreathnú

1.1 Tagairtí

• Article 32 4.
• Article 32 Variable remuneration

1.2 Ceanglais aitheanta

1.3 Caighdeáin ghaolmhara

2. Ceanglais aitheanta

3. Caighdeáin ghaolmhara

• EBA - Published by the European Banking Authority at https://www.eba.europa.eu/