The revised Central Bank Corporate Governance Code for Credit Institutions and Insurance Undertakings came into force on 1 January 2015. The Code applies to every credit institution and insurance undertaking authorised by the Central Bank, including reinsurance undertakings but excluding captives (institutions).
Chief Risk OfficerEach institution must appoint a Chief Risk Officer (CRO) with responsibility for the risk management function. The CRO must have direct access to the chair of the board and be able to challenge decisions affecting risk exposure. Except for PRISM high-impact institutions, it may be possible to combine the CRO role with another PCF role subject to prior Central Bank approval.
Risk, Audit and Remuneration CommitteesThe Code has become more prescriptive about the composition of Risk, Audit and Remuneration Committees.
CEOThe CEO of a PRISM medium-low or low-impact institution is permitted to hold up to two additional CEO positions simultaneously, provided each is in a PRISM medium-low or low-impact institution subject to prior Central Bank approval.
Board meetingsThe minimum number of board meetings required for a PRISM high-impact institution has been reduced from eleven to six per annum. There is more flexibility regarding attendance by videoconference/teleconference.
Diversity policyEach institution will be required to have a diversity policy for board membership though the Code does not specify the scope of diversity.
Interaction with CRD IVThe Code includes an appendix which applies to institutions which are subject to CRD IV and are deemed ‘significant’ for the purposes of CRD IV. To the extent that the requirements of the Code differ from CRD IV, such institutions should comply with the requirements of CRD IV.