3.3.4 Time commitment

All directors, senior managers and persons responsible for independent control functions must devote sufficient time to the performance of their duties in the institution[1]. This also applies in periods of particularly increased activity, such as a restructuring, crisis situation, merger, etc.

3:74 Time commitment should be assessed on a case-by-case basis, taking into account the situation of the person concerned and the nature, complexity of the activities, size, risk profile and organisational structure of the institution.

3:75 The overall assessment of time commitment should be guided by basic assumptions, a quantitative assessment of the number of external functions performed by the person concerned and a qualitative assessment of the time required for the intended position. Basic assumptions

3:76 The following basic assumptions should be used in any assessment of time commitment:

  • Executive directors must effectively manage the business of the institution. The persons responsible for independent control functions must monitor the institution’s operations. As a general rule and notwithstanding any provision to the contrary[2], these positions are assumed to be full-time. There may be exceptions to this rule, particularly within groups[3]. In such cases, the relevant synergies should be explained and assessed.
  • Non-executive directors must effectively challenge decisions submitted by the management body and effectively supervise and control the management of the institution. Consequently, non-executive directors should participate in meetings of the statutory governing body and its committees (if any) and take sufficient time to prepare by examining the files and to attend these meetings. In addition, these members should devote sufficient time to training to keep abreast of information and regulations relevant to the institution.
  • All directors must have a good understanding of the institution's business. This includes understanding the risks associated with the business and the resulting risk exposure, as well as the risk management strategy. They should have an appropriate understanding of the institution’s business areas. This requires a good understanding of the institution’s governance arrangements and structure, which may require the member to spend time on ongoing training and developing a network of contacts.
  • All directors must be able to perform their duties in times of particularly increased activity, such as a restructuring, relocation of the institution, acquisition, merger, takeover or crisis situation. Quantitative assessment

3:77 The simultaneous exercise of multiple mandates is an important factor that can affect a person’s time commitment. While there is no maximum number of mandates for the institutions covered by this chapter, as is the case for credit institutions subject to ECB supervision, they should analyse the number of external functions performed by the person concerned and check whether this is consistent with their internal rules on external functions. Qualitative assessment

3:78 In addition to the quantitative assessment, institutions should assess qualitatively whether the person concerned has sufficient time to perform the intended position. 

3:79 In making this qualitative assessment, institutions should - in accordance with Guidelines EBA/GL/2021/06 - take into account at least the following factors:

  1. the number of positions held by the person concerned in decision-making bodies of financial and non-financial companies relevant to the position in question, taking into account possible synergies when these positions are held within the same group;
  2. the size of the institution and the nature, scope and complexity of its activities;
  3. the person’s place of residence and the travel time required to be physically present at the institution;
  4. the number of meetings scheduled for the body on which the person will serve;
  5. the number of meetings scheduled with the competent authorities or the institution’s other internal or external stakeholders;
  6. the nature of the position concerned and the resulting obligations (particularly in terms of representation) and responsibilities (including the positions referred to in point a));
  7. other external professional or political activities of the person concerned, and any other positions or activities that are considered relevant, both within and outside the financial sector and both within and outside the EU;
  8. the necessary induction and training; and
  9. available relevant benchmarking on time commitment, including the benchmarking provided by the EBA.

3:80 Small institutions may conduct a less detailed analysis. Outcome

3:81 Institutions should inform the NBB through the fit & proper form “New appointment” of the outcome of their overall assessment of time commitment, distinguishing between the quantitative and qualitative assessment[4]. This overall assessment should take into account the above factors and include at least an estimate of the number of days per year devoted to the position in question and, where appropriate, to the other professional activities of the person concerned.

3:82 For more information on the assessment of time commitment, please refer to paragraphs 39 to 46 of Guidelines EBA/GL/2021/06.

[1] See in particular Article 62, § 1 of the Banking Law.

[2] For example Article 49 of Regulation (EU) No 909/2014 (CSDR).

[3] See in particular Article 62, § 6 of the Banking Law.

[4] In accordance with Communication NBB_2022_19 on external functions, the institution must notify the NBB via the eManex platform of all external functions performed by the persons concerned. Any material changes to existing external functions must also be communicated to the NBB via the fit & proper form “New Elements” (see also Chapter 5 of this Manual).