How to ensure, in practice, a solid and robust internal governance and prudent risk management framework in the light of the duties and liabilities applicable to members of the management body.
Responsibilities of the management bodies under Luxembourg law – general principles
- Internal Governance
- Concept: preliminary explanations
- Basic principles - recap
- Powers of the management bodies
- Beginning and end of the mandate of the members of the management bodies
- Delegation of powers
- Legal obligations and rules of conduct
- An accretion of legal and regulatory provisions
- Principal duties and rules of conduct
- Ancillary duties
- Civil liability
- Liability for mismanagement
- Liability for breach of the law on commercial companies and/or the articles of association
- Liability in tort
- Liability mitigation tools
Specific responsibilities resulting from the amended CSSF Circular letter 12/552
- Impacted functions: the model of the three lines of defense
Board of directors and authorised management
- Rules pertaining to composition and qualification
- Qualification, knowledge and competence
- Other Required qualities (independence, level of implication, etc...)
- Assessment of knowledge, competence and training
- Concrete impacts of the mandates of the board members and your procedures?
- Clarifications regarding the responsibilities of directors
- Interactions between the board of directors and the authorised management
- Need to establish committees for the purpose of assisting the board of directors?
- Interaction of powers between the directors and the shareholders
- Relations of the directors with third parties
- Relations of the directors with the regulator
- Responsibilities regarding control
- Concrete impacts on your internal organisation, other functions and procedures?
Glenn Meyer (Partner, Banking and Financial Services, Arendt & Medernach) and/or,
Emmanuelle Mousel (Senior Associate, Banking and Financial Services, Arendt & Medernach) and/or,
Aurélia Viémont (Senior Associate, Banking and Financial Services, Arendt & Medernach).
Members of management bodies, experienced executives and directors who wish to strengthen their knowledge and understanding of the various duties and liabilities that managers and directors of Luxembourg credit institutions have to face and tackle when exercising their functions of director duties in the specific context of Luxembourg.
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