Saturday, January 7, 2012

Internal Control: Guidance to Directors” or Turnbull Guidance

The Turnbull guidance or the 'Internal Control: Guidance to Directors' sets out best practice on internal control for UK listed companies, and assists them in applying section C.2 of the UK Corporate Governance Code.
The guidance was originally published in 1999. In 2004 the FRC set up a group chaired by Douglas Flint (then Group Finance Director, HSBC Holdings plc) to review the guidance and update it where necessary, in the light of experience in implementing the guidance and developments in the UK and internationally since 1999.

Corporate Governance -UK Bribery Act

Bribery is a criminal offense as per the The Bribery Act 2010 (UK) and follows the benchmark set by the US Foreign Corrupt Practices Act (FCPA). The Act makes bribery of foreign public officials an offense. It extends beyond company employees to include third parties acting on behalf of a company. The salient features of the Act are:

i.         It covers all bribery, not only bribery cases involving public officials.
ii.       It is an offense not only to give but also to receive a bribe.
iii.      The Act makes no exception for facilitation payments made to expedite routine governmental actions.
iv.     The Act makes failure to prevent bribery a corporate offense. 

How to comply with this act by following a set of best practices.  read this article in ComplianceOnline.

EBA Guidelines on Internal Governance

In the European Banking Authority's (EBA) new Guidelines on Internal Governance the aim is to enhance and consolidate supervisory expectations and improve the implementation of internal governance arrangements for individual institutions and the banking system as a whole

It has 6 key sections .
1 -Corporate Structure and Organization
The management body should ensure that there is a suitable and transparent corporate structure. It should access how the different structures complement and interact with each other . The operational structure is inline with approved business strategy. If they are operating in a special structure not falling under jurisdiction of international banking regulations, the management body should understand the particular risk associated with  it.

2- Management Body
  • it should have overall responsibility and it should be clear and written in documents which in turn should have been approved.
  • management should conduct an annual review of the effectiveness of internal governance framework and implementation.
  • management body should have written policy for managing conflicts
  • members should be engaged actively in business of the institution and should be able to make their own sound,objective and  independent decisions.
  • management body should consider setting up various committee with members as part of the committee keeping in to account of the size and complexity of the institution ex- audit committee, remuneration,ethics and compliance committee.