Annex: Governance memorandum outline

  • Shareholder structure
  • Group structure if applicable (legal and functional structure; organization chart)
  • Policy as regards composition and functioning of the governing bodies (with impact on the group, if applicable)
    • number, length of mandate, rotation, age, follow-up, ...
    • selection criteria;
    • nomination procedure (new mandates/renewal) and termination/non-renewal;
    • independent members of the management body;
    • remuneration policy
      • executive members of the management body
      • non-executive members of the management body
  • Governance structure and organization chart (with impact on the group, if applicable)
    • management body (the board of directors)
      • composition
      • functioning (internal regulation)
      • internal division of tasks, if applicable
      • specialized committees
        • composition 
        • functioning
    • management committee
      • composition
      • functioning (internal regulation)
      • internal division of tasks between the members
    • senior management (DC-1 level)
      • composition
      • internal division of tasks between senior managers
    • other committees
  • Key functions (with group impact, if applicable)
    • Framework functions (secretary general, legal affairs, human resources, communication)
    • independent control functions
      • internal audit
      • compliance
      • risk management
      • appointed actuary
  • Organizational structure (with group impact, if applicable)
    • operational structure, business lines, matrix management and allocation of competences and responsibilities
    • outsourcing
    • range of products and services
    • geographical scope of business
      • free provision of services
      • branches
      • subsidiaries, joint ventures, …
    • use of off-shore centres
  • Remuneration policy
    • Governance
    • Global policy for all members of staff
    • Identified Staff
      • Selection process
      • Specific rules (risk alignment, deferral, instruments, …)
  • Integrity policy (with group impact, if applicable)
    • strategic objectives and company values
    • internal codes and regulations, prevention policy, …
    • conflicts of interest policy
    • whistleblowing
    • handling of complaints received by customers
  • Policy as regards publication of the principles applied
  • Status governance memorandum with date 
    • drafting
    • last amendment
    • last assessment
    • approval by the management body