OUR WORKING COMMITTEES
Analysis and dissemination of Audit Committee practices in Europe and the USA. Adapting to the 8th Directive reform. Promoting awareness and training Directors in the new environment. Comparing practices around Europe. Defining organisation models adapted to Audit Committees. Defining the agendas of Audit Committees.
The composition of the committee is currently under review.
Watch meeting: review the evolution of the forthcoming regulation/discussion at the EU and national level and analyse the potential impacts for bank’s board members (i.e. review the effectiveness of the board, implementation of sound internal corporate governance arrangements, definition of responsibilities of the independent director, education program….).
The objective of the committee is to make companies future-ready through board composition.
The scope of the committee is build around 2 pivots: raise awareness among boards of the benefits generated by a balanced board composition (in terms of experience, backgrounds, expertise, thought, age, gender and other appropriate tenures) and identify, prepare, mentor high-potential individuals as future board candidates beyond the typical field of view.
The purpose of this ILA committee is to provide guidance on the organisation and effectiveness of the board. The guidance is not intended to be prescriptive but rather it is intended to stimulate boards' thinking on how they might carry out their leadership role more effectively. Boards need to think deeply about the way in which they carry out their role and the behaviours that they display, not just about the structures and processes that they put in place. Ultimately, of course, it is for individual boards to decide on the organisation and governance arrangements most appropriate to their circumstances and to interpret this guidance accordingly.
This guidance will cover six main areas:
The effective board including the role of the chairman, the role of executive directors, the role of non-executive directors;
Committee structures and functioning e.g., role, reporting, liability, composition etc. – board level (audit, remuneration, nomination and governance) and key operating committees (risk, valuation etc.);
Board composition, remuneration* and succession planning* including evaluating the performance of the board and directors; *Remuneration and succession planning would extend beyond the board to a review of CEO/senior management remuneration, performance and succession planning
Decision-making - well-informed and high-quality decision-making is a critical requirement for a board to be effective;
Board information – the presentation of high-quality information and documentation to the Board;
Relations with shareholders e.g., communication of a company's governance.
Guidance is already available on some of these topics e.g., audit and remuneration committee guidance, board evaluation forms. Given the important role of the Company Secretary in ensuring board effectiveness, the group will work in close collaboration with the ILA Company Secretarial & Governance Officer Committee.
Particular topics on which the committee will focus its attention in the coming months include:
aligning corporate governance and culture
effective use of board committees;
decision-making and issues of bias;
reporting on governance in directors' reports.
It is intended that this guidance, as it is developed, will provide a useful tool for boards and their advisers.
The Certification Advisory Committee, having overseen the creation of the Certification program for Directors now manages the ongoing requirements of the Certification, and proposes recommendations to the Management Committee on the following matters:
- To monitor the application files submitted by the members who are willing to apply for the ILA Certification (review of the information provided against criteria)
- To review the compliance of the CPD obligations for each Certified member
- To analyse partnership requests with recognized international training institutions to broaden the professional training offer in the context of the 1st Module of the program
- To create a community of Certified Directors in organizing exclusive events to allow them professional exchanges of points of view.
The Certification Advisory Committee is also monitoring the examination process leading to the Certification of Company Secretary, and the CPD obligations that apply in that respect.
The Company Secretary is key to ensuring good corporate governance in an organisation.
As well as being a source of expertise on company law and corporate governance matters to the Board, the Company Secretary ensures that all activities undertaken comply with legal, ethical and regulatory requirements, and facilitates communication between the Board and the other stakeholders. Therefore, Company Secretaries need to have a sound understanding of the operations of the company as well as the relevant laws and regulatory requirements of Luxembourg. This also includes corporate governance sensitive issues, finance, and best practices on how to assist the Board operate effectively. The Company Secretary must thus be well informed, professional, and will be the right hand of the Chairman of the Board in meetings.
The ILA Company Secretarial and Governance Officer Committee focuses on corporate governance, including legal and regulatory aspects as well as best practice, and how to maximise Board efficiency, notably via relevant technical and soft trainings.
The Committee promotes the function of Company Secretary as an essential part of the Board meeting process and key strategic corporate governance position.
In addition, this Committee aims at people carrying out a company secretarial position, from entry level staff who wishes to increase their knowledge and understanding of this role as well as senior Company Secretaries and Board members, who want to carry on their professional development and stay abreast of regulations and guidelines.
The Committee conducts regular breakfast briefings and other dedicated training events, and make available factsheets and other publications, in order to develop high professional standards and best practice.
Last but not least, the Committee has recently launched a Professional Certificate in Company Secretarial and Governance Practice with the view to provide the participants with the essential knowledge and skill-set to fulfil the role of Company Secretary successfully.
Providing tools for Directors and Boards to challenge, adapt and monitor company strategy, in particular by helping Directors understand innovation, new trends and Digital ecosystems.
Establishing an inventory of existing practices and conducting comparative analyses and to support Directors of financial companies to fulfill their responsibilities and duties for a proper governance.
Promoting Fraud Risks Awareness to Board Members. Practical Guide designed for Board Members.
Promoting, developing and supporting the training programs for directors.Offer to ILA members specific training program dedicated to directors.Propose a continuous educational program in specific areas. Develop partnerships with international and local organisations.
The aim of the Insurance Committee is to take an inventory of all obligations imposed on directors of insurance companies and reinsurance companies in Luxembourg. This inventory is carried out as well in the legal and regulatory framework currently in force as in the light of new obligations which should result from Solvency 2.
Supporting ILA members in promoting integrity in the board room, through best practices, tools to identify risks, frameworks for understanding and instilling, with the aim to go beyond codes of conduct and regulation in order to support the whole culture of the organization.
Updating and improving the study on practices in the governance of international investment funds. Conducting international comparisons and dissemination.Adoption of European norms specific to the Funds industry.
Supporting the role of Audit Committees (or equivalent bodies overseeing the audit process) of UCITS, AIFs and Mancos in Luxembourg. Developing guidance on the roles and responsibilities of these bodies to fulfil their duties during the audit cycle.
The ILA Alternatives Taskforce focuses on the governance of alternative investment funds (AIFs) and of alternative investment fund managers (AIFMs) from a Luxembourg perspective.
The main mission of the Taskforce is to support governing bodies, including Boards, in implementing good governance practices in AIF and AIFM structures.
The taskforce aims to:
Support governing bodies in:
Mastering the complexities of the AIF and AIFM structures for which they are responible
identifying or defining their role(s)
Setting the governance agenda of the AIF and AIFM structures for which they are responsible and prioritise their work
Overseeing the implementation of new regulatory requirements
Provide practical guidance on key governance, regulatory and operational questions asked by the governing bodies of AIFs and AIFM
Represent the interests of the governing bodies of AIFs and AIFMs
Improve the Luxembourg environment for AIFs and AIFMs
The Taskforce aims to achieve these objectives by:
Providing training to the governing bodies of AIFs and AIFMs
Providing practical guidance to the governing bodies of AIF and AIFM, inter alia, through publications and information sessions
Organising round tables and discussion groups to debate and develop consensus approaches to key issues that emerge in the alternative investment industry
Representing the interests of governing bodies of AIF and AIFM in key industry bodies
Monitoring the application of the “10 Principles of Corporate Governance of the Luxembourg Stock Exchange”. Organisation of awareness and training programmes for Directors of listed companies.
The Marketing and Communication Committee supports the work of the Management Committee in developing the ILA marketing and communication strategy.
It will ensure the harmonization of the ILA brand identity and set up concrete actions in promoting the Institute in application of the strategy.
The ILA Non-Profit Organizations Committee aims at identifying specificities in the governance of non-profit associations and foundations. It promotes good governance principles and best practice in non-profit organizations. It develops tools, publications and training courses for directors and all actors in the non-profit sector.
Adapting to reforms as required by EU recommendations. Organizational models adapted by different Remuneration and Nomination Committees and definition of Best Practices. Responsibilities of Remuneration Committee Presidents. Applicability within the sector, especially for listed companies. Usage of benchmarks. Roles of consultants. Remuneration studies.
Inventory of the current state of governance principles within Family owned businesses through qualitative and panel based meetings mainly with owners.
Drafting of a practical guide for owners and managers, organisation of sensibilisation conferences and roadmap for a specific training module.
The composition of this committee is currently under review.