Response to consultation on Guidelines on internal governance (revised)
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E.g. paragraph 85, article 9.2. from the draft: 'The management body should develop, adopt, adhere to and promote high ethical and professional standards taking into account the specific needs and characteristics of the institution and ensure the implementation of such standards (e.g. a code of conduct) and compliance by staff. Equivalent ethical standards should be developed for external services providers. It should also oversee adherence to these standards by staff. These standards should be also taken into account for outsourcing activities.'
Many supplier already have complaint code of conducts. In our industry you’ll find below some samples. <http://www.oracle.com/us/corporate/investor-relations/cebc-176732.pdf>, en dat geldt natuurlijk ook voor anderen zoals IBM<https://www.ibm.com/investor/att/pdf/BCG_Feb_2011_English_CE.pdf>, HPE<http://investors.hpe.com/%7E/media/Files/H/HP-Enterprise-IR/documents/sbc-drobdown/nov-2015/sbc-nov-2015.pdf>, Atos<https://atos.net/wp-content/uploads/2016/07/atos-code-of-ethics.pdf>, CapGemini<https://www.capgemini.com/about/group/our-code-of-business-ethics>, Microsoft<https://www.microsoft.com/en-us/Legal/compliance/buscond/default.aspx>, en zo voort.
For enterprises who themsleves already have a code of ethics and business conducts, financial institutes should be allowed to waive additional obligations in that respect. To avoid red tape and excessive additional costs (any additional code of conduct must be adhered too, reported on, audited etceteras), we would advice to allow the financial institutes to record existing code of conducts from their suppliers as being sufficient.
If this idea is acceptable to you, please consider to add the following text (or similar): '.... unless such external service provider already has in place, and agrees to maintain, an own code of ethics and business conduct'.
These codes are published and transparant.
Question 1: Are the guidelines regarding the subject matter, scope, definitions and implementation appropriate and sufficiently clear?
yes, yet we would suggest some improvementsQuestion 2: Are there any conflicts between the responsibilities assigned by national company law to a specific function of the management body and the responsibilities assigned by the Guidelines, in particular within paragraph 23, to either the management or supervisory function?
yes, freedom of contracting is limited if the guidelines are too strictQuestion 3: Are the guidelines in Title I regarding the role of the management body appropriate and sufficiently clear?
not verifiedQuestion 4: Are the guidelines in Title II regarding the internal governance policy, risk culture and business conduct appropriate and sufficiently clear?
not verifiedQuestion 5: Are the guidelines in Title III regarding the principle of proportionality appropriate and sufficiently clear?
not verifiedQuestion 6: Are the guidelines in Title IV regarding the internal control framework appropriate and sufficiently clear?
not verifiedQuestion 7: Are the guidelines in Title V regarding transparency of the organization of the institution appropriate and sufficiently clear?
not verifiedQuestion 8: Are the findings and conclusions of the impact assessments appropriate; please provide to the extent possible an estimate of the cost to implement the Guidelines differentiating of one-off and ongoing costs?
depending on the actual arrangements costs can be extremely high, both for the financial institutes as well as for their suppliers.E.g. paragraph 85, article 9.2. from the draft: 'The management body should develop, adopt, adhere to and promote high ethical and professional standards taking into account the specific needs and characteristics of the institution and ensure the implementation of such standards (e.g. a code of conduct) and compliance by staff. Equivalent ethical standards should be developed for external services providers. It should also oversee adherence to these standards by staff. These standards should be also taken into account for outsourcing activities.'
Many supplier already have complaint code of conducts. In our industry you’ll find below some samples. <http://www.oracle.com/us/corporate/investor-relations/cebc-176732.pdf>, en dat geldt natuurlijk ook voor anderen zoals IBM<https://www.ibm.com/investor/att/pdf/BCG_Feb_2011_English_CE.pdf>, HPE<http://investors.hpe.com/%7E/media/Files/H/HP-Enterprise-IR/documents/sbc-drobdown/nov-2015/sbc-nov-2015.pdf>, Atos<https://atos.net/wp-content/uploads/2016/07/atos-code-of-ethics.pdf>, CapGemini<https://www.capgemini.com/about/group/our-code-of-business-ethics>, Microsoft<https://www.microsoft.com/en-us/Legal/compliance/buscond/default.aspx>, en zo voort.
For enterprises who themsleves already have a code of ethics and business conducts, financial institutes should be allowed to waive additional obligations in that respect. To avoid red tape and excessive additional costs (any additional code of conduct must be adhered too, reported on, audited etceteras), we would advice to allow the financial institutes to record existing code of conducts from their suppliers as being sufficient.
If this idea is acceptable to you, please consider to add the following text (or similar): '.... unless such external service provider already has in place, and agrees to maintain, an own code of ethics and business conduct'.
These codes are published and transparant.