SD-16.1 — Corporate & Fund Governance

Business Domain: BD-16 Enterprise Governance & Accountability (Cross-cutting — corporate) · Applies: BOTH

Purpose

Operates the firm’s governance bodies — and supports the governing bodies of the funds the firm runs. SD-16.1 is the capability that makes the firm’s decision structures work: it runs the board and the committees, prepares their packs, keeps the calendar, takes the minutes, records the decisions, and maintains the governance framework — the terms of reference, the delegations, the committee structure. It also supports the governing bodies of the vehicles the firm manages — a fund board, a UCITS ManCo board, a set of independent directors, a limited-partner advisory committee. It is not the investment decision a committee makes — that is the front office’s (SD-04.5 runs the investment-committee decision; SD-01.x sets the mandate) — SD-16.1 operates the committee as a governance body, it does not take the investment call.

Service Operations

Operate the board and committees — run the firm’s board and its committees (audit, risk, remuneration, nomination): the calendar, the secretariat, the agenda.
Prepare governance packs and record decisions — produce the board and committee packs, take the minutes, and record the decisions and the actions arising.
Maintain the governance framework — the committee structure, the terms of reference, the schedule of matters reserved, and the delegations of authority.
Support fund governance bodies — provide secretariat and governance support to the boards of the funds the firm runs, their independent directors, and the LP advisory committees.
Run board-effectiveness and governance review — periodic board-effectiveness reviews and the maintenance of the firm’s governance against the applicable code.

Inputs and outputs

Inputs: the matters requiring governance decision from across the firm; risk, compliance, audit, performance and finance reporting; the applicable governance code; regulatory governance requirements.
Outputs: governance decisions, minutes, the governance framework and the board-effectiveness findings — consumed by every Business Domain (decisions cascade), the regulator and the firm’s owners.

Entities

Consumes: the governance inputs from across the model; E-01 Legal Entity (the firm and the fund vehicles); FO-08 Service-Provider Appointment (reads the role = trustee, role = depositary and role = auditor appointment rows for each fund — the governing bodies that BD-16 supports require visibility of the independent appointments the fund has in place; the trustee, the depositary and the auditor are the three independent parties whose appointment is a fund-governance matter, confirmed from FO-08 for each managed vehicle).
Owns: the firm’s governance framework and decision record — currently a process artefact. Whether a Governance Body / Committee entity is warranted is an open question.

Standards

The UK Corporate Governance Code (listed firms) and equivalent corporate-governance codes.
The AIC Code of Corporate Governance for investment companies; ICGN Global Governance Principles; the Santiago Principles for sovereign wealth funds.
Fund-governance regulation — the UCITS ManCo and AIFM governance requirements; the role of independent fund directors.

Open extensions

A Governance Body / Committee entity.
The fund-governance-support sub-model — the firm’s own bodies versus the funds’ bodies.
The Service-Operation-level input/output contracts.