What Changed
- The EBA issued revised Guidelines on internal governance pursuant to Article 74 of Directive 2013/36/EU as amended by CRD VI (Directive (EU) 2024/1619).
- CRD VI establishes a mandatory mapping of duties for management bodies and key function holders and creates a dedicated governance framework for third-country branches.
- The final Guidelines simplify conflict-of-interest rules, reduce detail in duty mapping, lower diversity monitoring granularity, and increase proportionality for third-country branches.
The European Banking Authority (EBA) has published its revised Guidelines on internal governance under the Capital Requirements Directive (CRD). Developed pursuant to Article 74 of Directive 2013/36/EU, the revised Guidelines reflect amendments introduced by Directive (EU) 2024/1619 (CRD VI), which amends Directive 2013/36/EU. The revision forms part of the EBA’s broader commitment to simplify the regulatory framework, strengthen proportionality, and reduce unnecessary operational and compliance burdens while safeguarding sound governance across the European Union banking sector.
Key Governance Reforms and Proportionality
The revised Guidelines provide further clarity on internal governance arrangements, including the responsibilities of the management body, organizational structures, key aspects of internal control frameworks, and the management of conflicts of interest—particularly regarding the combination of Chair and executive functions. To ensure expectations align with an institution's size, nature, and complexity, the EBA introduced a more risk-based and proportionate approach.
CRD VI strengthens governance requirements by introducing a mapping of duties and responsibilities for members of the management body and key function holders, alongside a dedicated governance framework for third-country branches.
Main Adjustments Following Public Consultation
The final Guidelines incorporate feedback from public consultation and targeted outreach activities. Key changes compared with the consultation paper include:
- A reduced level of detail for the mapping of duties and individual statements;
- Greater proportionality in provisions applicable to third-country branches;
- Clearer and simpler provisions governing conflicts of interest; and
- Reduced granularity in requirements related to monitoring diversity and inclusion.
Scope and Dates
The revised framework impacts EU credit institutions, members of management bodies, key function holders, and third-country branches operating within the EU. Exact publication, entry-into-force, and application dates are not provided in the source text.
Who May Be Affected
EU credit institutions, management body members, key function holders, and third-country branches operating in the European Union.
Cross-Border Context
Establishes harmonised governance requirements across all EU Member States, directly affecting foreign banking groups operating within the EU via third-country branches.
What to check next
- Check the EBA website for full PDF text of the Guidelines and implementation dates.
- Monitor national competent authorities in EU Member States for local transposition or application instructions.
This article provides general information and does not constitute legal advice. Consult the official text and obtain advice appropriate to your circumstances where needed.