ILA Working Committees

Our mission is to foster a deeper understanding of the intricate landscape surrounding Risk and Audit Committees and to support ILA’s objectives by providing knowledge and recommendations on the best practices across different industries. Our working group is dedicated to inform and guide on the responsibilities, challenges and value propositions inherent in these critical governance functions by engaging actively in discussions and providing insight on relevant issues. This will also be done by connecting with accomplished professionals and key players to promote an exchange of ideas. The Working Group will focus on strengthening financial reporting practices, furthering compliance and developing the link with internal and external auditing.

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….).

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.

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.

The ILA Alternative Investment Funds Committee 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 Committee is to support governing bodies, including Boards, in implementing good governance practices in AIF and AIFM structures. The Committee aims to: • Support governing bodies in: o Mastering the complexities of the AIF and AIFM structures for which they are responsible o Identifying or defining their role(s) in AIF and AIFM structures o Setting the governance agenda of the AIF and AIFM structures for which they are responsible and prioritise their work o 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 AIFMs • Represent the interests of the governing bodies of AIFs and AIFMs • Improve the Luxembourg environment for AIFs and AIFMs The Committee 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 • Propose relevant improvements to the Luxembourg environment through the relevant channels

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 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.

The committee's main mission is to promote the Corporate Governance Officers (CGO) profession and provide support and continued development opportunities to Governance Professionals in Luxembourg. Objectives: 1. Recognition of the CGO Function: The Committee works to ensure the CGO function is formally recognized in Luxembourg, highlighting the key roles played by company secretaries and governance professionals and emphasizing the function's added value. 2. Quality Assurance: The Committee aims to provide high-quality training to the Luxembourg market, thereby giving credibility to the CGO function. This includes continuous professional development (CPD) training to guide CGOs and governance professionals in their roles. 3. Community Building: The Committee seeks to create a community of professionals in Luxembourg who can share knowledge and contribute to the excellence of the CGO function. How do we support our community? Since 2017, the Committee has successfully implemented the ILA Certificate in Company Secretarial & Governance Practice (CGO Certification), the first professional certification in Luxembourg in the field of corporate governance. This dedicated training program is designed to equip individuals in a CGO position with the most up-to-date knowledge and skills, from entry-level staff to senior CGOs and board members. The Committee also organizes targeted CPD training and dedicated breakfast briefings to support CGOs and governance professionals in continuously developing their skills. The Committee developed the ILA CGO Code of Conduct, applicable to all certified CGOs and anyone who voluntarily wishes to adhere to it. Further updates are being developed to the CGO Certification program as well.

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; board tenure; 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.

Promoting Fraud Risks Awareness to Board Members. Practical Guide designed for Board Members.

The Nomination & Remuneration Committee’s goal is to offer guidance on adapting to reforms as required by EU recommendations, on organizational models adopted by different Remuneration and Nomination Committees as well as on best practices on different topics ( the responsibilities of Remuneration Committee Presidents, their applicability within the sector, especially for listed companies, etc. ). The committee will also raise awareness among boards of the benefits generated by a balanced board composition (experience, backgrounds, expertise, thought, age, gender, and other appropriate tenures) and identify, prepare, and mentor high-potential individuals as future board candidates beyond the typical field of view.

Encourage and support the ILA members in embracing, developing and monitoring ESG strategies in their boards and as such, seizing opportunities sustainability creates in all sectors.

ILA’s Think Tank committee intends to provide new perspectives on corporate governance by stimulating, contributing practical experience to, using and disseminating corporate governance and related research for the practical benefit of ILA and its membership base of governance practitioners’. In order to meet the challenges of businesses today and in the future, ILA’s Think Tank committee aims to further the innovation and development of corporate governance practices, as well as testing and validating current best practices. In particular, ILA’s Think Tank committee does so by: (i) using research and research papers to disseminate novel ideas, corporate governance knowledge and best practices (ii) using this knowledge to influence policy makers and shape policies (iii) bringing together practitioners, academia, industry associations, institutions and other governance stakeholders to stimulate collaboration, innovation and debate

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 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.

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.

The missions of the Start-up Working Committee are to empower start-ups with the knowledge, tools, and connections necessary to navigate the dynamic governance landscape, to foster sustainable growth and governance excellence and to support Non-Executive Directors willing to deal with start-up governance.