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

After the changes introduced by the CSSF circular 20/759, banks must consider the provisions of the 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.

By the end of this training, 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 arising from the CSSF circular 12/552 (as amended) in terms of organisation, oversight, formalisation, independence, suitability, diversity, etc. with regard to the EBA guidelines on internal governance (EBA/GL/2021/05).
• A reminder of the specific role of the chairman, the roles of the specialised committees, the interaction with the authorised management, internal control function and regulatory authorities, etc.
• Roles and responsibilities of the internal control functions and their interactions with the management body

Attendance certificate

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

Cécile Liégeois is a partner specialising in audit and regulatory matters within the Financial Sector industry, with over 25 years of professional experience in Luxembourg. She possesses extensive expertise in Luxembourg banking, payment, and investment firm regulations, including MiFID II, governance, compliance, outsourcing, DORA, SFDR, and PSD2. Cécile leads external audits of banks, financial sector professionals, and management companies, preparing regulatory reports and managing projects on new regulatory implementations with a focus on business, regulatory, and operational impacts. She also supports the establishment of new regulated entities or branches such as banks, MiFID firms, or payment institutions. Her client work includes audits, regulatory impact assessments, compliance assistance, AML reviews, and outsourcing framework evaluations.

Jean-Philippe Maes is a partner with over 15 years of expertise in Basel III, regulatory reporting, risk management, and internal governance, including Basel IV preparation. He has supported banks, investment firms, and management companies in implementing regulatory frameworks and managing risks from operational to internal models, including COREP/FINREP reporting. Recently, his focus has been on risk appetite frameworks and non-financial risks such as climate, conduct, and reputational risks. Jean-Philippe has led significant projects like designing recovery plans, conducting governance reviews, and training over 600 bankers. He is also a frequent speaker and represents PwC at Luxembourg’s Banks and Bankers’ Association Banking Supervision Committee.

Isabelle Melcion-Richard is a partner at PwC specialising in regulatory assistance for new applicants to Luxembourg’s regulated financial sector, including credit institutions, Professionals of the Financial Sector (PFS), electronic money, and payment institutions. With over 25 years of experience in Luxembourg’s financial sector, she leads regulatory advice and has developed expertise in designing application files, governance manuals, authorisation requests, and notification documents. Isabelle is actively involved in industry associations such as ALCO and ALJB. Her work includes drafting application and notification files, regulatory analysis, compliance manual development, gap analysis, and supporting on-site inspections and remediation plans.