Banks' internal governance under CSSF circular 12/552 as amended

After the recent changes introduced by the CSSF circular 20/759, banks must consider the new provisions of CSSF circular 22/807 transposing the EBA guidelines on internal governance (EBA/GL/2021/05) and on the assessment of the suitability of management body's members and key function holders (EBA/GL/2021/06), but also the internal adjustments to be made.

The CSSF circular 22/807 updating the CSSF circular 12/552 on central administration, internal governance and risk management reinforces the internal governance requirements for banks at all levels of the organisation: board of directors (including specialised committees), authorised management, internal control functions, etc. In particular, it strengthens the diversity rules and suitability requirements for board members and authorised managers, and introduces new rules regarding transactions with related parties and loans to the members of the management body.

This circular entered into force on 30 June 2022.

By the end of this training, the participants will be able to:

• understand the key internal governance requirements for banks (incl. the roles and responsibilities of the management body, the 3 lines of defence model, etc.);
• understand the respective roles and responsibilities of board members and authorised managers;
• understand the main aspects of the suitability assessment of the board members, authorised managers and key function holders (both collectively and individually);
• identify the CSSF expectations regarding the sound and prudent management of the institution;
• understand the interactions of the board and authorised management with other stakeholders within the internal governance framework (internal control functions, external auditors, regulators, etc.);
• understand the internal reporting mechanisms.

• The main roles and responsibilities of the board of directors and authorised management within the organisation
• Obligations of board members and authorised managers resulting from the CSSF circular 12/552 (as amended) in terms of organisation, oversight, formalisation, independence, suitability, diversity, etc.
• A reminder of the specific role of the chairman, the roles of the specialised committees, the interaction with the authorised management, internal controls function and regulatory authorities, etc.
• Roles and responsibilities of the internal control functions and their interactions with the management body
• Presentation of the main changes introduced by the EBA guidelines on internal governance (EBA/GL/2021/05)

Attendance certificate

This training is coordinated by Cécile Liégeois, Jean-Philippe Maes, Partners, and Isabelle Melcion, Managing Director at PwC Luxembourg.

Cécile has 23 years of professional experience in Luxembourg and developed deep knowledge of Luxembourg banking and investment firms regulations, amongst other topics, internal governance, outsourcing arrangements (BPO/ICT/Cloud) and operational/ICT risk management. She is leading projects of new regulations implementation focusing on business, regulatory and operational impacts. Cécile has experience in the external audit (financial and regulatory audit) of entities of the financial sector, mainly in the banking industry, other professionals of the financial sector (investment firms, support and specialised PFS), management companies and investment funds.

Jean-Philippe is a partner in PwC's Regulatory Compliance services. He leads the firm’s banking and PFS risk Advisory team and is the lead advisor for CRD IV/CRR topics.
He has over 15 years of experience in Basel III areas and has helped many banks, investment firms and management companies to implement Basel III and prepare for Basel IV. He has worked in most dimensions of risk management, from operational risk to internal models, encompassing reporting aspects (such as COREP/FINREP) and governance matters.
Lately, Jean-Philippe has been focusing on risk appetite frameworks and the management of non-financial risks such as climate, conduct or reputational risks.

Isabelle is a managing director at PwC and also a member of the "Association Luxembourgeoise des Compliance Officers" (ALCO) and of the "Association Luxembourgeoise des Juristes de Banques" (ALJB).
She has more than 23 years of experience in the financial sector in Luxembourg and her areas of expertise include: banks, investment firms, specialised PFS, support PFS, Electronic Money (“EMI”) and Payment Institutions (“PI”), Luxembourg banking regulations, internal governance requirements, licencing and notifications.