Annex 1: governance memorandum outline

  1. Shareholder structure
  2. Group structure if applicable (legal and functional structure, organisational chart)
  3. Policy as regards the composition and functioning of the management bodies (possibly with a description of the group’s impact, if applicable)
    1. number, length of term of office, rotation, age, follow-up, etc.
    2. selection criteria (including diversity considerations)
    3. nomination procedure (new term of office/renewal) and resignation/non-renewal
    4. independent directors
    5. remuneration policy
      1. executive members of the statutory governing body
      2. non-executive members of the statutory governing body
  4. Governance structure and organisational chart (possibly with a description of the group’s impact, if applicable)
    1. statutory governing body (in this case, the board of directors)
      1. composition (including meeting of the quantitative diversity target)
      2. functioning (by-laws)
      3. internal allocation of tasks, if applicable
      4. specialised committees
        • composition
        • functioning
    2. senior management or, where applicable, management committee
      1. composition (including meeting of the quantitative diversity target)
      2. functioning (by-laws)
      3. internal allocation of tasks between members
    3. other committees
  5. Internal control and key functions (possibly with a description of the group’s impact, if applicable)
    1. Internal control framework (description of each function, including its organisation, resources and authority)
    2. Support functions (secretary general, legal affairs, human resources, communication)
    3. Independent control functions
      1. internal audit
      2. compliance
      3. risk management
    4. risk strategy and risk management framework
    5. measures to prevent money laundering and counter the financing of terrorism
  6. Organisational structure (possibly with a description of the group’s impact, if applicable)
    1. operational structure, business lines, matrix management and allocation of competencies and responsibilities
    2. outsourcing
    3. range of products and services and new product approval policy
    4. geographical scope of activity
      1. freedom to provide services
      2. branches
      3. subsidiaries, joint ventures, etc.
    5. use of offshore centres
  7. Remuneration policy
    1. governance
    2. global policy for all staff members
    3. identified staff
      1. selection process
      2. specific rules (risk alignment, deferral, instruments, etc.)
    4. gender pay gap
  8. Code of conduct and behaviour (possibly with a description of the group’s impact, if applicable)
    1. strategic objectives and corporate values
    2. codes and internal rules, prevention policy, etc.
    3. conflict of interest policy (at firm level and for staff)
    4. whistleblowing procedure
    5. handling of customer complaints
  9. ICT security and business continuity
    1. ICT security function
    2. ICT security mechanism
    3. business continuity policy
  10. Policy on disclosure of the applied principles
  11. Status and date of the corporate governance memorandum
    1. preparation
    2. last amendment
    3. last review
    4. approval by the statutory governing body