Committees of the Board of Directors
Four Committees were set up:
- the Audit and Accounts Committee,
- the Risks and Compliance Committee,
- the Compensation Committee,
- the Nomination and Corporate Governance Committee.
The Audit and Accounts Committee
The Audit and Accounts Committee is tasked with following up issues relating to the development and control of accounting and financial information and monitoring the independence of statutory auditors. It also monitors the effectiveness of internal control, measurement, supervisory and risk control systems associated with accounting and financial processes. Where appropriate, it produces recommendations and gives its opinion to the supervisory/administrative body.
The Committee advises the Societe Generale Luxembourg Board of Directors on the definition of the institution’s overall strategy with regard to internal controls in the broadest sense of the term, and more specifically on issues involved in managing financial processes.
The Committee assesses whether the human and material resources committed to Finance operations and Internal Control are sufficiently equipped, whether the managers and staff in these areas possess the necessary skills and if the independence of these operations is being safeguarded. The main issues covered relate to producing annual financial statements, the company auditor’s reports, effectiveness of internal controls and the conclusions of the internal audit inspection.
The target membership of the Committee is three directors, two of whom are independent directors; the Committee’s Chairperson is independent.
The Risks and Compliance Committee
The Risks and Compliance Committee advises the Societe Generale Luxembourg Board of Directors on defining the institution’s overall strategy with regard to risks and compliance, including its appetite for current and future risks.
In accordance with the rules, it assists the Board of Directors in its task of assessing:
- the adequacy between the risks involved and the institution’s capacity for managing these risks, equity capital and internal and regulatory liquidity reserves,
- risk management in the light of regulatory changes and their impact.
The Committee seeks harmonisation between governance and ethics standards and procedures of the Societe Generale group.
The Committee assesses whether the human and material resources committed to monitoring Risks and Compliance are sufficient, whether managers and staff possess the necessary skills and if the independence of these operations is being safeguarded.
The Committee reviews analyses of compensation, Asset Liability Management and market risks. It also prepares regulatory reports such as the ICAAP, ILAAP, Risk Appetite Framework and Risk Appetite Statement.
In the area of compliance, the Committee reviews AML/KYC, Sanctions & Embargoes, protecting customers’ and investors’ interests and personal ethics issues. It also reviews the development of internal tools and regulatory changes.
This Committee is composed of four directors one of whom is independent.
The Compensation Committee
The Compensation Committee prepares the decisions that the Board of Directors takes concerning compensation, especially those related to the compensation of executive officers and heads of departments that have a significant effect on risk and risk management in the Company.
This Committee is composed of three directors, one of whom is an elected representative of Societe Generale Luxembourg staff.
The Nominations and Corporate Governance Committee
The Nominations and Corporate Governance Committee assists the Board of Directors in its tasks involving:
- nomination of members of the Board of Directors, Authorised Management and heads of key departments at the Bank,
- implementation of internal governance principles at the Bank and its subsidiaries, in accordance with regulations, specifically the provisions of the CSSF circular 12/552.
This Committee is composed of three directors.