4:56 Senior management forms a body that takes decisions collectively - preferably unanimously, otherwise by a majority - with the senior managers exercising effective reciprocal supervision.^[1] Where a management committee has been set up, it is a collective decision-making body.

4:57 Collective decision-making does not, however, preclude the allocation of specific tasks or responsibilities to members of senior management or, where applicable, the management committee. In this respect, it is recommended that the internal division of tasks between senior management (or, where applicable, members of the management committee) comply with the following two principles: (i) there should be a strict separation between “risk management” and “investment” functions as well as between “risk management” and “commercial” functions and (ii) the internal audit should be assigned to a member of the management committee who is not otherwise responsible for a “commercial” function.

4:58 The division of tasks between the members of senior management or, where applicable, the management committee must be notified to the NBB in accordance with Article 61 §3 of the Brokerage Supervision Act and be set out in the governance memorandum. Material changes to this division of tasks are subject to the prior approval of the NBB.^[2]

4:59   Decisions are taken by senior management or, where applicable, the management committee by consensus^[3] and set down in minutes, with all members faithfully obliged to comply with them. The minutes of meetings should summarise the discussions held, record the decisions taken, and specify the differing views expressed by members, in accordance with the provisions of the Corporate Governance Code published by royal decree on 12 May 2019.

4:60   It is recommended that senior management or, where applicable, the management committee adopt by-laws^[4] describing its composition, tasks and functioning and which comply in particular with Article 59/1 of the Brokerage Supervision Act with regard to the management of conflicts of interest. The NBB recommends that these by-laws be appended to the governance memorandum.

4:61 Senior management or, where applicable, the management committee should meet regularly.

4:62 For the rules on induction and training, please see the section on the statutory governing body above and the NBB’s Fit & Proper Manual.

^{[1] There should be a clear legal framework for any delegation of powers relating to day-to-day management (e.g. the articles of association).}

^{[2] See footnote 129 to the NBB’s Fit and Proper Manual.}

^{[3] If senior management or, where applicable, the management committee consists of just two persons, mechanisms to avoid deadlock in the decision-making process should be put in place.}

^{[4] These by-laws do not necessarily have to meet the conditions set out in Article 2:59 CAC.}