Investment firms' internal governance under CSSF circular 20/758

The CSSF circular 20/758 on central administration, internal governance and risk management has been published by the CSSF on 07 December 2020, replacing the circular 12/552. It mainly transposes the EBA guidelines on internal governance (EBA/GL/2017/11) and the Joint EBA-ESMA guidelines on the assessment of the suitability of the management body's members and key function holders (EBA/GL/2017/12). It also reinforces the internal governance requirements at all levels of the organisation: board of directors (including specialised committees), authorised management, internal control functions, support functions, etc. In particular, it strengthens the diversity rules and suitability requirements for board members and authorised managers and enhances the roles and responsibilities of the internal control functions.

After a 1-year tolerance period, from 01 January 2022, investment firms are expected to be fully compliant with all provisions of the CSSF circular 20/758.

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 collective and individual suitability assessments of the board members, authorised managers and key function holders;
• 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 in the internal governance framework (internal control functions, external auditor, 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 20/758 (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 CSSF circular 20/758

Certificat de présence

Cécile Liégeois is a regulatory and audit partner in the banking and PFS industry. With over 20 years of professional experience in Luxembourg, she has developed a deep knowledge of Luxembourg banking and investment firms regulations including MiFID II/MiFIR and governance/compliance.

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 22 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, licensing and notifications.

Franck is a director working in both regulatory and audit departments.
He has been working for 14 years at PwC Luxembourg as an auditor specialised in the audit of banks, Professional of the Financial Sector (PFS) and management companies. For a few years, he is also working as a director in the PwC Luxembourg's Advisory department. Franck regularly helps his regulated clients on several topics such as Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF), internal governance, internal controls and compliance topics.