Answer:
In some circumstances, DNB may see fit for a payment institution or an EMI to establish a supervisory board for the purposes of ensuring a clear, balanced and adequate organisational structure as referred to in Section 17 of the Dutch Decree on Prudential Rules for Financial Undertakings (Besluit prudentiële regels Wft – Bpr).1
In Section 3:17, the Dutch Financial Supervision Act (Wet op het financieel toezicht – Wft) stipulates that payment institutions and EMIs are to structure their governance processes such that sound and ethical operational management is guaranteed. Under Section 17 of the Bpr, a payment institution’s or an EMI’s business practices should, in particular, ensure that the institution has in place a clear, balanced and adequate organisational structure. In its explanatory memorandum accompanying Section 17 of the Bpr, the legislator explicitly stated that DNB is responsible for overseeing a clear, balanced and responsible system of management and supervisory functions at financial undertakings (corporate governance). The legislator also expressly stipulated that DNB has the power to impose specific requirements on the corporate governance of financial undertakings. Given that, by exercising internal supervision of the policies pursued by management and the general course of business at a payment institution or an EMI, a supervisory body can contribute greatly to a balanced corporate governance structure, certain circumstances may warrant the establishment of an independently operating supervisory board. In assessing whether a supervisory board should be established, DNB will consider all relevant circumstances, including the nature, scale, risks and complexity of the payment institution’s or EMI’s operations (principle of proportionality). DNB will also assess whether alternative solutions to establishing a supervisory board might be appropriate (principle of proportionality).
What follows is a non-exhaustive list of circumstances in which, in DNB’s opinion, a payment institution or an EMI may have to establish a supervisory board: