Response to consultation on Guidelines on internal governance for investment firms
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We would propose amending paragraph 92 of the Draft Guidelines as follows:
“92. Investment firms policies should be gender neutral and investment firms should implement measures that ensure equal opportunities for all genders, including with regard to career perspectives and to improve the representation of the underrepresented gender in management positions. In the latter respect, the application of the proportionality principle as set out in Title I should be considered.”
Reasons:
In principle, we welcome the stipulation that management positions of an investment firm should be gender equitable.
In our view, the size of the management body as well as the group aspect should be included in the consideration of gender equality.
We understand the last half-sentence of paragraph 92 in this way that an investment firm with a management body which consists of two or three members who are male, should not have the duty to dissolve this management body and fill it new with at least one woman. In this case, the proportionality aspect and the current composition of the management body should be considered. However, the aspect of gender equity should be given a high priority when filling a new management body position, i.e. a gender-equitable pool of female as well as male candidates should be considered for the selection of the new management body position.
B) Regarding Title IV, section 9, point (c.) of paragraph 94 of the Draft Guidelines
We would propose adding a footnote with the definition of the term “dividend arbitrage schemes”.
Reasons:
From our point of view, the user should have a clear understanding of what EBA means by the term "dividend arbitrage schemes". Therefore, we would propose adding a footnote with the definition of the term “dividend arbitrage schemes”.
C) Regarding Title IV, section 11, adding a new paragraph 107 in the Draft Guidelines
We would propose adding a new paragraph 107 in the Draft Guidelines as follows:
“107. Investment firms should ensure that all data collected and documented in section 11, in particular personal data of the related parties, are only collected when required for operational purposes and required by law. The framework for entering into transactions established by the management body should include rules referring to protection of the personal data in accordance with Regulation (EU) 2016/679.”
Reasons:
Within the scope of the establishing of a framework for entering into transaction as set out in paragraphs 99 et seq. of the Draft Guidelines, it is necessary to collect and document data on transactions of the management body and their related parties. In this respect, it is important to protect this kind of data. Therefore, we propose adding a new paragraph 107 in order to guarantee that the management body ensure the protection of the personal data in accordance with Regulation (EU) 2016/679 (GDPR).
Question 1: Are subject matter, scope of application, definitions and date of application appropriate and sufficiently clear?
NAQuestion 2: Is tiltle II sufficiently clear? Do you see other criteria to add or to delete as inappropriate?
NAQuestion 3: Is title III sufficently clear and appropriate?
NAQuestion 4: Is Title IV appropriate and sufficiently clear? In particular the one on conflict of interest and RPT? at investment firms. Should we keep it like this?
A) Regarding Title IV, section 9, paragraph 92 of the Draft GuidelinesWe would propose amending paragraph 92 of the Draft Guidelines as follows:
“92. Investment firms policies should be gender neutral and investment firms should implement measures that ensure equal opportunities for all genders, including with regard to career perspectives and to improve the representation of the underrepresented gender in management positions. In the latter respect, the application of the proportionality principle as set out in Title I should be considered.”
Reasons:
In principle, we welcome the stipulation that management positions of an investment firm should be gender equitable.
In our view, the size of the management body as well as the group aspect should be included in the consideration of gender equality.
We understand the last half-sentence of paragraph 92 in this way that an investment firm with a management body which consists of two or three members who are male, should not have the duty to dissolve this management body and fill it new with at least one woman. In this case, the proportionality aspect and the current composition of the management body should be considered. However, the aspect of gender equity should be given a high priority when filling a new management body position, i.e. a gender-equitable pool of female as well as male candidates should be considered for the selection of the new management body position.
B) Regarding Title IV, section 9, point (c.) of paragraph 94 of the Draft Guidelines
We would propose adding a footnote with the definition of the term “dividend arbitrage schemes”.
Reasons:
From our point of view, the user should have a clear understanding of what EBA means by the term "dividend arbitrage schemes". Therefore, we would propose adding a footnote with the definition of the term “dividend arbitrage schemes”.
C) Regarding Title IV, section 11, adding a new paragraph 107 in the Draft Guidelines
We would propose adding a new paragraph 107 in the Draft Guidelines as follows:
“107. Investment firms should ensure that all data collected and documented in section 11, in particular personal data of the related parties, are only collected when required for operational purposes and required by law. The framework for entering into transactions established by the management body should include rules referring to protection of the personal data in accordance with Regulation (EU) 2016/679.”
Reasons:
Within the scope of the establishing of a framework for entering into transaction as set out in paragraphs 99 et seq. of the Draft Guidelines, it is necessary to collect and document data on transactions of the management body and their related parties. In this respect, it is important to protect this kind of data. Therefore, we propose adding a new paragraph 107 in order to guarantee that the management body ensure the protection of the personal data in accordance with Regulation (EU) 2016/679 (GDPR).