Governance
De Nederlandsche Bank (DNB) supervises the behaviour of financial institutions’ board members and their corporate culture. We also look at the way in which institutions are managed and structured, in other words: their governance. We supervise governance, behaviour and culture because one of the lessons that could be drawn from crises and major incidents in the financial sector is that governance, behaviour and culture can have a major impact on an institution’s soundness, risk profile and integrity.
Pressing for adjustment before risks arise
From experience we know that poor financial results are often caused by inadequate governance, risky behaviour and sometimes even unethical behaviour. Supervising governance, behaviour and culture allows us to detect risky behaviour at an early stage. It therefore enables us to press for adjustment before risks arise or manifest themselves, helping us to reduce and prevent future problems. What we do not do is prescribe a one-size-fits-all model for governance, behaviour or culture. All financial institutions are different, meaning their governance, behaviour and culture vary from one to another.
Governance
Governance is the way institutions are structured and managed. This includes the division of tasks and responsibilities at all levels, along with elements of the internal control organisation such as segregation of duties, procedures and measures for controlling business processes and risks. The management and structure of financial institutions influence their corporate culture. But the reverse also applies – the behaviour of board members also affects the way an institution is structured and managed. Good governance ensures that board members can manage a financial institution in a sound and ethical way. Central aspects include careful consideration of the interests of all stakeholders in making decisions and complying with laws and regulations.
Our supervision of governance focuses on a variety of factors, including:
- Legal structure, such as a public or private limited liability company, a foundation or a cooperative
- Organisational structure, as shown in an organisation chart
- Corporate governance, which is the division of tasks and roles between the management board, the supervisory board and the shareholders
- Collaboration between the various departments, such as between the commercial division and internal control departments such as risk management, compliance and internal audit
- All internal processes, procedures and policies
- The way board members and managers fulfil their management duties
Behaviour and culture
When supervising behaviour and culture, we look at the board's decision-making, leadership and communications. We ask ourselves whether the way in which these take place contributes to the institution’s objectives or creates undue risks. To answer that question we investigate group dynamics, behaviour patterns and mindset. Group dynamics and behaviour patterns reveal how people interact in a group setting – for example in the board of management. Can everyone make themselves heard? And does everyone realise how their own behaviour can affect the functioning of the board as a whole? Mindset consists of deep-seated beliefs and values. These are often taken for granted, which can cause individuals to engage in ineffective or even risky behaviour.
For an overview by sector of international and national governance policies, please visit the pages below: