11-11-2010
11-11-2010

Basel publiceert 14 principes voor het verbeteren van corporate governance

Het Basel Committee heeft in oktober 2010 de derde versie van zijn rapport "Enhancing Corporate Governance on Banking Supervision" uitgebracht. Het rapport is primair gericht op de banksector, maar de genoemde principes zijn ook zeer goed bruikbaar voor andere sectoren en de overheid.

De veertien principes zijn:

1. The board has overall responsibility for the bank, including approving and overseeing the implementation of the bank’s strategic objectives, risk strategy, corporate governance and corporate values. The board is also responsible for providing oversight of senior management.
2, Board members should be and remain qualified, including through training, for their positions. They should have a clear understanding of their role in corporate governance and be able to exercise sound and objective judgment about the affairs of the bank.
3. The board should define appropriate governance practices for its own work and have in place the means to ensure that such practices are followed and periodically reviewed for ongoing improvement.
4. In a group structure, the board of the parent company has the overall responsibility for adequate corporate governance across the group and ensuring that there are governance policies and mechanisms appropriate to the structure, business and risks of the group and its entities.
5. Under the direction of the board, senior management should ensure that the bank’s activities are consistent with the business strategy, risk tolerance/appetite and policies approved by the board.
6. Banks should have an effective internal controls system and a risk management function (including a chief risk officer or equivalent) with sufficient authority, stature, independence, resources and access to the board.
7. Risks should be identified and monitored on an ongoing firm-wide and individual entity basis, and the sophistication of the bank’s risk management and internal control infrastructures should keep pace with any changes to the bank’s risk profile (including its growth), and to the external risk landscape.
8. Effective risk management requires robust internal communication within the bank about risk, both across the organisation and through reporting to the board and senior management.
9. The board and senior management should effectively utilise the work conducted by internal audit functions, external auditors and internal control functions.
10. The board should actively oversee the compensation system’s design and operation, and should monitor and review the compensation system to ensure that it operates as intended.
11. An employee’s compensation should be effectively aligned with prudent risk taking: compensation should be adjusted for all types of risk; compensation outcomes should be symmetric with risk outcomes; compensation payout schedules should be sensitive to the time horizon of risks; and the mix of cash, equity and other forms of compensation should be consistent with risk alignment.
12. The board and senior management should know and understand the bank’s operational structure and the risks that it poses (i.e. “know your structure”).
13. Where a bank operates through special-purpose or related structures or in jurisdictions that impede transparency or do not meet international banking standards, its board and senior management should understand the purpose, structure and unique risks of these operations. They should also seek to mitigate the risks identified (i.e. “understand your structure”).
14. The governance of the bank should be adequately transparent to its shareholders, depositors, other relevant stakeholders and market participants.

Download 'Principles for Enhancing Corporate Governance'

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