Annex: Governance memorandum outline

  1. Shareholder structure
  2. Group structure if applicable (legal and functional structure; organisation chart)
  3. Policy as regards composition and functioning of the management bodies (with impact on the group, if applicable)
    1. number, length of mandate, rotation, age, follow-up, ...
    2. selection criteria (including diversity considerations)
    3. nomination procedure (new mandates/renewal) and termination/non-renewal
    4. independent members
    5. remuneration policy
      1. executive members of the statutory governing body
      2. non-executive members of the statutory governing body
  4. Governance structure and organisation chart (with impact on the group, if applicable)
    1. statutory governing body (in casu the board of directors)
      1. composition (including meeting the quantitative diversity target)
      2. functioning (internal rules of procedure)
      3. internal division of tasks, if applicable
      4. specialised committees
        • composition
        • functioning
    2. management committee
      1. composition (including meeting the quantitative diversity target)
      2. functioning (internal rules of procedure)
      3. internal division of tasks between the members
    3. senior management (MC-1 level)
      1. composition
      2. internal division of tasks between senior managers
    4. other committees
  5. Internal control and key functions (with impact on the group, if applicable)
    1. internal control framework (description of each function, including its organisation, resources and authority)
    2. supporting 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 terrorist financing
  6. Organisational structure (with impact on the group, if applicable)
    1. operational structure, business lines, matrix management and allocation of competences and responsibilities
    2. outsourcing
    3. range of products and services and new product approval policy
    4. geographical scope of business
      1. free provision of services
      2. branches
      3. subsidiaries, joint ventures, ...
    5. use of offshore centres
  7. Remuneration policy
    1. governance
    2. global policy for all members of staff
    3. identified staff
      1. selection process
      2. specific rules (risk alignment, deferral, instruments, ...)
    4. gender pay gap
  8. Code of conduct and behaviour (with impact on the group, if applicable)
    1. strategic objectives and corporate values
    2. internal codes and regulations, prevention policy, ...
    3. conflict of interest policy (at institutional level and for staff)
    4. whistleblowing
    5. handling of complaints received from customers
  9. ICT security and continuity
    1. ICT security function
    2. ICT security mechanism in place
    3. continuity policy
  10. Policy as regards publication of the principles applied
  11. Status governance memorandum with date
    1. drafting
    2. last amendment
    3. last assessment
    4. approval by the statutory governing body