Corporate Governance Charter

Transcription

1 BANQUE INTERNATIONALE A LUXEMBOURG Crprate Gvernance Charter BIL draws n its 160 years f expertise t serve clients, applying the highest standard f business ethics and integrity. Gd and sund gvernance plicies and prcesses are in the best interest f all BIL s stakehlders, including clients, staff, sharehlders and ther interest grups. In rder t secure the trust f these stakehlders, BIL strives t act with integrity, respnsibility, fairness, transparency and discretin at all times. This cmmitment is a fundamental part f the bank s BIL2020 strategic radmap fr the years t cme. By establishing a cherent and efficient crprate gvernance framewrk, the Crprate Gvernance Charter and its Appendices enable BIL Grup cmpanies t effectively manage business peratins in line with the strategic pririties f BIL2020. The Crprate Gvernance Charter and its Appendices have been apprved by the management bdies f BIL Grup. These internal gvernance rules cmply with all relevant legal and prudential requirements and are subject t the mandatry prvisins f law applicable t BIL Grup. BIL s crprate gvernance cmplies with the high standards accepted internatinally, and recgnises the imprtance f gd and slid crprate gvernance. BIL is cmmitted t cmpliance, and we take utmst care t ensure that ur staff maintain the highest standards f cmpliance with all legal, regulatry and internal requirements f prfessinal cnduct. Our Risk Management department plays a central rle in ur rganisatin, as it fsters a disciplined risk culture and creates apprpriate transparency. This allws management t define a prudent apprach t risk taking that adequately balances risk and return and ptimises the allcatin f capital thrughut the Grup. Mrever, thrugh a practive risk management culture and the use f state f the art quantitative and qualitative tls, we strive t minimize the ptential fr undesired risk expsure in ur peratins. In the interest f transparency, the main BIL Crprate Gvernance rules are published n ur website. Luc Frieden Chairman f the Bard f Directrs

2 Organisatin f the Grup The business f the Grup is rganised in business lines, supprt lines and ther structures the Management Bard cnsiders apprpriate fr the effective management and supervisin f activities. Business is cnducted thrugh branches, subsidiaries and a representative ffice. Each subsidiary has its wn cnstitutinal dcuments in line with applicable laws. Luxemburg s regulatry framewrk In accrdance with Luxemburgish regulatins, BIL has a rbust central administratin (in French, administratin centrale ) in Luxemburg. In a brad sense, this administratin cmprises the management, peratinal executin and cntrl functins that enable the bank t exercise cntrl ver all f its activities. This central administratin f BIL is based n a sund rganisatin, including fr accunting and IT. This ensures the prper administratin f securities and assets, prper executin as well as accurate and cmplete recrding f peratins as well as the prductin f accurate, cmplete, relevant and understandable management infrmatin withut delay. As the parent cmpany, BIL s is rganized in such a manner that its central administratin cncentrates all management infrmatin necessary t manage, mnitr and cntrl the activities f the Grup in its registered ffice in Luxemburg n an nging basis. BIL Grup s crprate gvernance plicies and prcedures are defined in a series f dcuments gverning the rganisatin and management f the cmpany. General Meeting f Sharehlders The general meeting has the widest pwers t adpt r ratify any actin related t BIL. Bard f Directrs Cnstitutin The Bard f Directrs cnsists f at least nine directrs, plus directrs representing staff. Term f ffice The term f ffice fr each Directr is 4 years pursuant t the articles f assciatin. The mandate f a Directr is renewable. 2

3 Respnsibilities The Bard f Directrs is vested with the bradest pwers t act in the name f the bank and t take any actin which is either necessary r useful t fulfil the business bjectives f the bank, with the exceptin f the pwers reserved t the general meeting f sharehlders by law r the articles f assciatin. Chairman f the Bard f Directrs The Chairman leads the Bard f Directrs and crdinates the tasks within the Bard f Directrs. In particular, the Chairman calls bard meetings and sets the agenda. Tgether with the Chief Executive Officer, the Chairman is respnsible fr ensuring effective cmmunicatin with the bank s sharehlders and stakehlders, including gvernment fficials, regulatrs and public rganisatins. The Chairman establishes and maintains clse wrking relatinships with the Chief Executive Officer and the ther Management Bard members, prviding them with advice and supprt while respecting the fact that day t day management respnsibility is delegated t the Management Bard under the crprate gvernance charter. He/she als facilitates and fsters a cnstructive and pen debating culture between the Bard f Directrs, the Chief Executive Officer and ther Management Bard members. Bard Specialised Cmmittees The Bard is secnded by the fllwing Bard Specialised Cmmittees: Bard Audit and Cmpliance Cmmittee (BACC) Bard Strategy Cmmittee (BSC) Bard Risk Cmmittee (BRC) Bard Remuneratin and Nminatins Cmmittee (BRNC) The rles and respnsibilities f the Bard Specialised Cmmittees are laid dwn in the terms f reference and d nt include any delegatin f pwer by the Bard t its Specialised Cmmittees. Management Bard Management Bard and delegatin The Bard f Directrs has delegated the daily management f the bank t the Management Bard and the Chief Executive Officer. The Chief Executive Officer and the Management Bard may in turn delegate certain respnsibilities and authrities t ther executive and management cmmittees. 3

4 The Management Bard s verall bjective is t lead, direct and manage the bank and its entities t achieve the strategic and the business bjectives set by the bard f directrs. The Management Bard members act as a cllegial bdy and are jintly respnsible fr the verall management f the bank and c respnsible fr all Management Bard decisins. The Chief Executive Officer The Chief Executive Officer is the highest executive fficer f the Grup and can be held respnsible and accuntable fr the management and perfrmance f the Grup tgether with the Management Bard. Management Cmmittees T further enhance its effectiveness n transversal tpics within its scpe which are either technical and/r require a specific emphasismanagement Bard, the Management Bard delegates certain decisin making pwers t the management cmmittees. BIL Grup Rules and Prcedures The rules and prcedures are laid dwn in charters, plicies and prcedures. Charters Charters are dcuments setting ut the main principles f BIL Grup gvernance. They are valid fr the Grup as a whle and are subject t the systematic apprval f BIL s Bard f Directrs. Plicies Plicies are general dcuments that stipulate the rules applicable t the wrk carried ut within the bank. They apply t ne r mre BIL Grup entities. Plicies are a practical applicatin f the principles set ut in a charter. They are subject t the apprval f the Management Bard r ne f BIL s management cmmittees. Prcedures Prcedures lay dwn the rules that all staff members must fllw in varius peratinal r supervisry rles. They prvide a step by step descriptin f the tasks required t supprt and implement plicies. The Management Bard member r a direct reprt t the Management Bard member f the related business r supprt line signs ff the prcedure. BIL Grup Entities BIL s rganisatinal structure enables and prmtes effective, sund and prudent business and risk management. It shall nt impede the ability f the parent cmpany, in particular f its central administratin and management bdies, t effectively manage and cntrl the activities and the risks f the bank and its entities. 4

5 T ensure a smth and efficient crdinatin between BIL and its entities, BIL Grup relies n functinal reprting and hierarchical lines and n the respnsibilities that exist between the entities and the parent cmpany. The functinal head(s) f an entity reprts directly t the relevant grup functinal head(s) [in a subsidiary] n a functinal basis, r n a hierarchical basis with regard t a branch. These reprting and management lines and respnsibilities are respected n an nging basis. 5