ILA 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….).

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 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

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.

“Promote and Enable Company Secretary and Governance Professional” by · Company Secretary and Governance Professional Recognition The company secretary function is not formalized neither recognized in Luxembourg. The objective of the committee is to support recognition by the other actors and stakeholders of the Luxembourg market, evidence the key role played by company secretaries and governance professionals, emphasize on added value of the function. Briefly, promote the role and give a clear definition of the areas for action dedicated to company secretaries and governance professionals. · Company Secretary and Governance Professional Quality Provide the Luxembourg market with a high-quality training to give certainty and credibility to the function. It also includes codes/continuous professional development (“CPD”) training to facilitate and orientate company secretaries and governance professionals while exercising their function. · Company Secretary and Governance Professional Community To create a community of professionals in Luxembourg able to share and permanently contribute to the excellence of the function, create future links with international recognized company secretary and governance professional organizations. The ILA Company Secretarial and Governance Professional Committee focuses on corporate governance, including legal and regulatory aspects as well as best practice, and how to maximise Board efficiency Since 2017, the main milestone of the Committee has been the successful setting up and implementation of the ILA Certificate in Company Secretarial & Governance Practice, the first ever professional certification in Luxembourg in the field of company secretary and corporate governance through a dedicated training programme. In addition, the Committee strives to build up targeted CPD training to company secretaries and governance professionals including dedicated breakfast briefings to support them in continuously developing their skills. The Committee aims to equip individuals who carry out a company secretary or corporate governance position with the most up-to-date knowledge and skills, from entry level staff who wishes to develop their knowledge and understanding of this role to senior company secretaries and board members looking to enhance on their professional development and stay abreast of regulations and guidelines.

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.

This newly created committee results from the merge of the Remuneration&Nomination and the Board Composition committees. It now combines the objectives of both committees. The objective of the former is to make companies future-ready through board composition. The scope of the committee is built 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 objective of the latter is to adapt 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.

The purpose of the Digital committee is to provide support and guidance for Directors and Boards on all kind of aspects of digitalization. The scope of the committee is built around 2 pillars: Raise Directors awareness about the opportunities and threats in the digital environment Give Directors the opportunity to increase their Digital knowledge and of emerging technologies The work of the committee will cover 3 main areas: Strategy, risk management and current trends Their own business as a Director (IT, Infrastructure, Social Media) The digital governance of companies (tools, rules, managing the Board)

The Legal & Regulatory committee supports the management board of ILA in relation to legal and regulatory questions that are of importance to their members and is in charge of analysing and advising on Luxembourg and European legal and regulatory topics which are of interest to ILA and its members and which are not otherwise covered by a specify working committee. The Legal & Regulatory committee is also deemed to liaise with specific committees in relation to transversal topics. The Legal & Regulatory committee is composed of members with different professional experiences and has the benefit of being diversified. It includes besides the lawyers, persons active in the banking and investment fund sector, in the digitalization and insurance business. The Legal & Regulatory committee has competence and expertise to deal with theoretical and practical aspects related to corporate governance and related subjects enhancing thus the efficiency in identifying and dealing with the needs and points of the interest of directors. These related subjects include a variety of topics within the remit of the Legal & Regulatory committee including AML/KYC, data protection and electronic signature issues. The committee is represented in the Working Group on Corporate Governance (COBMA/CODEPLAFI) and in the “Policy” committee of ecoDa. “

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.