4:77 Members of specialised committees should engage in open and critical discussions, during which dissenting views are discussed in a constructive manner.

4:78 Committees should document the agendas of their meetings, their discussions, the conclusions of their work and their proposals for decisions to be submitted to the statutory governing body which should reflect the diverging views expressed by members. The conclusions and proposed decisions should be provided to the statutory governing body.

4:79 The statutory governing body establishes by-laws for each committee,^[1] specifying its tasks, composition and functioning (including the drawing up of minutes). The NBB recommends that these by-laws be appended to the governance memorandum.

4:80 Depending on their powers, committee members should at least:

1. have access to all relevant information and data necessary to perform their role, including information and data from relevant corporate and independent control functions (e.g. legal, finance, human resources, IT, internal audit, risk management, compliance, including information on AML/CFT compliance and aggregated information on suspicious transaction reports, and ML/FT risk factors);
2. receive regular reports, ad hoc information, communications and opinions from the heads of independent control functions concerning the firm’s current risk profile, risk culture and risk limits, as well as on any material breaches that may have occurred, with detailed information on and recommendations for corrective measures taken, to be taken or suggested to address these breaches, and periodically review and decide on the content, format and frequency of the risk-related information reported to them; and
3. where necessary, ensure the proper involvement of the independent control functions and other relevant functions (human resources, legal, finance) within their respective areas of expertise and/or seek external expert advice.

4:81 The committees should interact with each other as appropriate. To a limited extent, such interaction may take the form of cross-participation, meaning the chair or a member of a committee may also be a member of another committee.

4:82 For reasons of efficiency, external persons (e.g. the chair or a senior manager, the internal auditor, the statutory auditor) may attend all or some committee meetings in an advisory capacity.  Nevertheless, the systematic attendance by non-members (executive directors, non-executive directors who are not members of the committee, group representatives, etc.) of specialised committee meetings should be avoided, except in duly justified cases. It is good practice to ensure that non-members take part only in discussions that are relevant to them and that at least one meeting per year is held without any non-members present. The committee chairs play an important role in ensuring the quality of the discussions.

^{[1] These by-laws do not necessarily have to meet the conditions set out in Article 2:59 CAC.}