Response to consultation on Guidelines on internal governance for investment firms

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Question 1: Are subject matter, scope of application, definitions and date of application appropriate and sufficiently clear?

Yes, the scope, definition and date are appropriate and clear. As UNI Europa Finance, we would like to see wording added on the role of employee/trade union representation in the ‘management body’ but we will come back to this point more specifically in subsequent chapters.

Question 2: Is tiltle II sufficiently clear? Do you see other criteria to add or to delete as inappropriate?

As UNI Europa Finance, we see an issue with the current formulation of some parts of Title II. There is currently no role foreseen for employee/trade union representative on the management body level, which poses a problem since remuneration policy is to be decided by this body (See Title II-1-25-f). In countries where trade union affiliation density is high, the social partners bargain for remuneration policies on a sectoral and company level. The management body in question would therefore inevitably have to contend with implementing these agreements in the company as well, in which case not having the trade union present would be against the common practice. We therefore strongly call for employee/trade union representation to be given a place on the management body in countries and companies where such representation is present. This would furthermore ensure, that the company’s long-term financial interests and solvency is also given proper attention, since experiences from the sector has shown that the employees tend to be more risk-averse when it comes to placing short-term gains above long-term growth, than members of the management level, who tend to be remunerated and rewarded for high-risk short-term behaviour (See Title II-1-25-a,j and l). We see the same issue in the proposed composition of committees(See Title II-5.2), where representatives of the employees/trade unions are not mentioned as a group of candidates that should be included. Group think has in the past proven to be a big issue for the sector and one way to help alleviate this problem is to have more voices from within the organization represented in the decision-making. This point is even mentioned in the current formulation already (See Title II-5.3-56 and 58-a to c) where it is mentioned, that ‘members of committees should engage in open and critical discussions, during which dissenting views are discussed..’. Yet is everyone around the discussion table either comes from the C-suite or are external people, they will have much more limited insights into the actual daily processes of the company, apart from daily sales-targets and actual sales, than someone working every day in a regular job in the company.

Question 3: Is title III sufficently clear and appropriate?

Yes clear and appropriate

Question 4: Is Title IV appropriate and sufficiently clear? In particular the one on conflict of interest and RPT? at investment firms. Should we keep it like this?

UEF is happy to see that more attention is being placed on the tone from the top, which is a point that we believe is very important to address. And in order to maintain the accountability for the people at the top, we are also glad to see the importance being given to having proper whistleblower processes in place. We also fully support the push for increased accountability for all parties in the sector (See Title IV-8-89-b and c), but do ask for consideration to be given when implementing these rules. Before making the staff accountable, it is important to ensure that they have received the appropriate level of training to know what their duties are. This means allocating enough time and resources to allow the staff to get sufficiently familiar with previous and especially new legislation on the topic, to ensure that they can perform their duties without unintentionally performing illegal actions. With regards to ensuring non-discrimination on terms of hiring, remuneration, promotion etc., we fully support this approach (See Title IV-9-91 and 92). We again note however, the absence of any reference to employee/trade union representation in relation to the creation of conflicts of interest policies. Several of the points mentioned in Title IV-12 make specific reference to what should be in case there is a conflict of interest for a member of staff, which potentially can have significant impacts of a person’s job and career. Our recommendation therefore is to add wording, specifying that where adequate trade union structures exist in the company, that they be included in this work.
On the topic of whistleblower protection, we believe that Title IV-13-123 should be strengthened by adding that the whistleblowers identity should be kept confidential and preferably anomymous for as long as possible. This is especially important, because even though a company may have policies that require their own staff to not confront the whistleblower, the persons identity may be passed onto people outside the company who aren’t included in the company policies and who very well could have connections to criminal networks in cases of whitewashing etc.

Question 5: : Is Title V appropriate and sufficiently clear?

The section is appropriate and clear

Question 6: Is Title VI appropriate and sufficiently clear?

In the article 205, it is mentioned that appropriate training should be provided. In order to make sure that this will be the case, we suggest adding further clarification on what is meant by ‘appropriate’, in terms of how often this training is provided and under what framework (internal/external training).

Question 7: Is Title VII appropriate and sufficiently clear?

The section is appropriate and clear.

Name of the organization

UNI Europa Finance