The EBA publishes revised Guidelines on internal governance, delivering greater proportionality and simplification for banks

The European Banking Authority (EBA) today published its revised Guidelines on internal governance under the Capital Requirements Directive (CRD). The revised Guidelines reflect the changes introduced by CRD VI and form part of the EBA’s broader commitment to simplify the regulatory framework, strengthen proportionality and reduce unnecessary compliance burdens, while safeguarding sound and robust governance across the EU banking sector. 

The revision follows the entry into force of Directive (EU) 2024/1619 (CRD VI), which amends Directive 2013/36/EU. CRD VI strengthens certain governance requirements, including the introduction a mapping of duties and responsibilities for members of the management body and key function holders, as well as a dedicated  governance framework for third-country branches. 

The revised Guidelines provide further clarity on internal governance arrangements, including the responsibilities of the management body, organisational structures, management of conflict of interest including in relation to the combination of Chair and executive functions, and key aspects of internal control frameworks.  

They also introduce a more proportionate and risk-based approach to governance requirements ensuring that expectations remain aligned with institutions' size, nature and complexity. 

The final Guidelines take into account feedback received from stakeholders during the public consultation and targeted outreach activities. Compared with the consultation paper, the main changes introduced in the final Guidelines include: 

• a reduced level of detail for the mapping of duties and individual statements;
• greater proportionality in the provisions applicable to third-country branches;
• clearer and simpler provisions on conflicts of interest; and
• reduced granularity in the requirements related to monitoring diversity and inclusion. 

By focusing on the elements that are most relevant for effective sound governance, the revised Guidelines maintain strong governance provisions while reducing unnecessary operational and compliance burdens for institutions. 

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