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FSB publishes a thematic peer review on corporate governance

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05 May 2017

The Financial Stability Board (FSB) has published a thematic peer review regarding corporate governance in financial institutions worldwide. This is the output of a programme of peer reviews started in 2010 which looked at the way FSB member jurisdictions have implemented the G20/Organisation for Economic Co-operation and Development (OECD) Principles of Corporate Governance for publicly listed, regulated financial institutions. These Principles cover areas including governance frameworks, disclosure and transparency, and responsibilities of the board.

This thematic peer review offers 12 recommendations. The recommendations are mainly aimed at governments, regulators and other standard-setting bodies (such as the OECD, Basel Committee on Banking Supervision, International Association of Insurance Supervisors and International Organization of Securities Commissions), but are also relevant to financial institutions of FSB member jurisdictions.

Recommendations for government, regulators and standard-setting bodies focus around ensuring the basis for an effective corporate governance framework by identifying inconsistencies and gaps and augmenting enforcement powers of the supervisory authorities; improving the transparency of disclosures related to governance structures, voting arrangements, shareholder agreements and significant cross-shareholding and cross-guarantees; identifying remuneration information that could be usefully provided to shareholders and also considering ways to enhance the effectiveness of whistle-blower programmes.

Recommendations for individual financial institutions are mainly in relation to responsibilities of the board, focusing on adoption, implementation and disclosure of codes of ethics and conduct; encouraging boards to undertake regular assessments of their effectiveness and to receive training that helps them to keep up to date with relevant new laws and regulations; improving procedures and practises in respect of succession planning; enhancing transparency around the board nomination process, qualification and election of board members. Another recommendation is to consider implementing a shareholder vote on the remuneration policies and total value of compensation arrangements offered to the board and senior management.

The report’s final recommendation is broader in scope and encourages a range of parties to consider reviewing practices with respect to the framework for related party transactions, the disclosure of beneficial ownership, the role and responsibilities of independent directors on the board and board committees and the effectiveness of rules regarding the duties, responsibilities and composition of boards within group structures.

The press release and full thematic review are available on the FSB website.

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