Senior Management

ASSESSMENT CRITERIAFootnote 1

ROLE OF SENIOR MANAGEMENT

Senior Management is responsible for implementing the Board’s decisions and directing the operations of the FRFI within the authority delegated to them by the Board, and in compliance with applicable laws and regulations.  Its key responsibilities include:

  • Preparing for Board approval the institution’s short and long-term business plan, strategy, and significant strategic initiatives;

  • Developing for Board approval the Risk Appetite Framework, Internal Control Framework, codes of ethics and conduct, and the significant policies and plans related to the management of capital and liquidity;

  • Recommending for Board approval the appointment, performance review, compensation and succession of the CEO and other key members of Senior Management including the heads of the Oversight Functions;

  • Preparing for Board approval the mandate resources and budgets for the Oversight Functions;

  • Preparing for Board approval internal audit plans; and

  • Provide sound advice on the organizational objectives, plans, strategies, structure and significant policies of the FRFI.

  • Set out information, options, potential trade-offs and recommendations to the board in a manner that enables the board to focus on key issues and make informed decisions in a timely manner

QUALITY OF SENIOR MANAGEMENT OVERSIGHT

The following statements describe the rating categories for the assessment of Senior Management’s oversight of the institution’s activities and related risks, with due consideration to the institution’s safety and soundness.

An overall rating of Senior Management considers both the appropriateness of its characteristics and the effectiveness  of its performance in executing its mandate, in the context of the nature, scope, complexity, and risk profile of the institution.  Characteristics and examples of performance indicators that guide supervisory judgement in determining an appropriate overall rating are set out below.
Strong

The characteristicsof Senior Management meet or exceed supervisory expectations of what is considered necessary, given the nature, scope, complexity, and risk profile of the institution.  Senior Management characteristics and performance are superior to supervisory expectations.

Acceptable

The characteristicsof Senior Management meet what is considered necessary, given the nature, scope, complexity, and risk profile of the institution.  Senior Management performance has been effective.  Senior Management characteristics and performance meet supervisory expectations.

Needs Improvement

The characteristicsof Senior Management generally meet what is considered necessary, given the nature, scope, complexity, and risk profile of the institution, but there are some significant areas that require improvement and may affect effectiveness in the future or under adverse conditions. Senior Management performance has generally been effective, but there are some significant areas where effectiveness needs to be improved. The areas needing improvement are not serious enough to cause prudential concerns if addressed in a timely manner. Senior Management characteristics and/or performance do not consistently meet supervisory expectations.

Weak

The characteristicsof Senior Management are not, in a material way, what is considered necessary, given the nature, scope, complexity, and risk profile of the institution and may affect effectiveness in the future or under adverse conditions. Senior Management performance has demonstrated serious instances where effectiveness needs to be improved through immediate action. Senior Management characteristics and/or performance often do not meet supervisory expectations.

SENIOR MANAGEMENT CHARACTERISTICSFootnote 2

The following criteria describe the characteristics OSFI will use in assessing the quality of Senior Management oversight of the institution’s activities and related risks, with due consideration to the institution’s safety and soundness.  The application and weighting of the individual criteria will depend on the nature, scope, complexity, and risk profile of the institution and will be assessed collectively, together with Senior Management performance, in rating its overall effectiveness.

Essential Elements Criteria
1. Mandate

1.1 Extent to which the Board has delegated to the CEO responsibility for developing and implementing policies and practices for the effective management of the institution’s operations.  This may include, but is not limited to:

  1. Strategic management (e.g., long and short term strategy);

  2. Risk management (including the RAF);

  3. Liquidity and capital management;

  4. Internal control (including the Internal Control Framework);

  5. Ethical business conduct; and

  6. Compensation policy for all human resources that is consistent with the Financial Stability Board (FSB) Principles for Sound Compensation.

1.2 Adequacy of policies or practices to delegate responsibilities from the CEO to other members of Senior Management and to regularly review the appropriateness of the delegation.

1.3 Appropriateness of the mandates for Senior Management positions and the extent to which they clearly define lines of authority, responsibility and accountability. Extent to which these mandates are communicated across the institution.

1.4 With respect to the Oversight Functions on which it relies (i.e., Internal Audit, Risk Management, Financial, Compliance, Actuarial), the extent to which Senior Management:

  1. recommends for approval by the Board the appointment, performance reviews and succession plans of the function heads;

  2. ensures that they have adequate authority, independence and resources to carry out their mandates;

  3. provides appointees with unfettered access to Senior Management and the Board; and

  4. monitors effectiveness of the Oversight Functions.

2. Organization Structure

2.1 Adequacy of policies or practices to regularly review the institution’s organization structure.

2.2 Appropriateness of the institution’s organization structure.

3. Committees

3.1 Extent to which Senior Management committees are used to oversee the management of significant activities and related risks.

3.2 Extent to which Senior Management committee mandates are clearly defined and communicated across the institution.

4. Expertise

4.1 Adequacy of policies or practices to regularly review the range of qualifications, knowledge, skills and experience required to fulfill Senior Management responsibilities.

4.2 Appropriateness of the range of qualifications, knowledge, skills and experience available to fulfill Senior Management responsibilities.

4.3 Adequacy of policies and practices for the selection, appointment and succession of Senior Management.

4.4 Extent to which management development programs are available to Senior Management.

5. Practices

5.1 Adequacy of policies or practices to establish business objectives, strategies and plans, and to monitor the institution’s performance against them.

5.2 Adequacy of policies or practices to regularly review the adequacy and effectiveness of the institution’s liquidity and capital management.

5.3 Extent to which risk management policies and practices are:

  1. Enterprise-wide;

  2. Linked to with strategic, capital and liquidity management;

  3. Prudent in the context of the risk profile of the institution and aligned with the institution’s Risk Appetite Framework and compensation policy;

  4. Reviewed regularly for appropriateness; and

  5. Communicated to appropriate individuals across the institution.

5.4 Adequacy of processes, techniques and criteria used to consistently identify, measure, monitor, control and report significant risks, and to ensure that approved risk management policies and practices are adhered to.

5.5 Adequacy of policies and practices to ensure regular review of the organizational and procedural control environment.

5.6 Adequacy of policies and practices to ensure compliance with applicable laws, regulations and guidelines.

5.7 Extent to which human resource policies and practices give priority to attracting, developing and retaining high-calibre staff, and promoting good morale within the institution.

5.8 Extent to which compensation programs promote prudent risk taking and are aligned with the long-term strategic objectives and risk appetite of the institution.

5.9 Adequacy of policies and practices for communication and disclosure to stakeholders.

5.10 Extent to which management policies and practices promote sound corporate governance and ethical business conduct.

6. Board Oversight

6.1 Extent to which Senior Management seeks Board approval for:

  1. The institution’s short and long term business plan, strategy and significant strategic initiatives;

  2. Its Risk Appetite Framework, Internal Control Framework, codes of ethics and conduct, and the significant policies and plans related to the management of capital and liquidity;

  3. The appointment, performance review, compensation and succession of key members of Senior Management;

  4. The mandate, resources and budgets for the Oversight Functions; and

  5. Audit plans, both internal and external.

6.2 Extent to which Senior Management seeks Board advice and counsel for:

  1. Significant operational, business, risk, and crisis management policies and their effectiveness; and

  2. Business performance and the effectiveness of risk management.

6.3 Extent to which there is full, open and timely disclosure to and discussion with the Board (or its committees) on all significant issues.

6.4 Extent to which effective policies or practices are in place for the escalation of key issues to the Board.

SENIOR MANAGEMENT PERFORMANCE

The quality of Senior Management’s performance is demonstrated by its effectiveness in overseeing the execution of approved strategies and effective management of the institution’s operations, with due regard to the institution’s safety and soundness. 

OSFI’s assessment will consider the ability of Senior Management to achieve the institution’s business objectives effectively while maintaining an appropriate governance and control culture.  OSFI will look to indicators of effective Senior Management performance to guide its judgement in the course of its supervisory activities.  These activities may include:

  1. discussions with directors and management;

  2. assessment of Senior Management oversight practices and how particular issues are dealt with;

  3. assessment of business plans; review of management information and audit reports;

  4. review of Senior Management committee minutes, etc.

Examples of indicators that could be used to guide supervisory judgement include the extent to which Senior Management:

  1. Develops strategies and plans for the attainment of business objectives that are appropriate and prudent, in the context of the regulatory, competitive and economic environment, and regularly monitors the execution of approved plans to ensure that objectives are achieved or strategies are appropriately adjusted to deal with changes in business or economic conditions;

  2. Actively monitors adherence to approved policies, organizational and procedural controls, and compliance requirements; ensures that appropriate and timely action is taken to remedy any deficiencies that may arise, including issues brought to it by other oversight functions and regulators; and ensures that management information systems provide timely and relevant information to support its oversight responsibilities;

  3. Is successful in attracting, developing and retaining high-calibre staff and in maintaining good morale and ensures that direct reports clearly understand their responsibilities and holds them accountable for discharging them;

  4. Sets an appropriate “tone from the top”, promting a risk culture that stresses integrity and effective risk management and the performance of  duties in an ethical manner;

  5. Keeps the Board and its committees fully apprised, on a timely basis, of market conditions, strategic opportunities and concerns, operating performance and issues that could significantly affect the well-being of the institution.  This includes providing  quality of information and sound advice to the Board which enables the Board to make informed decisions in a timely manner; and

  6. Escalates key issues to the Board in a timely manner.

Footnotes

Footnote 1

The Assessment Criteria should be read in conjunction with OSFI’s Supervisory Framework

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Footnote 2

Examples of documentation that OSFI may review in formulating its assessment of the characteristics of Senior Management include organizational charts, mandates, job descriptions, core competencies and personnel profiles; succession plans; conflict of interest policy; corporate policies, authorities and limits; new product and initiative framework; compensation programs; strategic plans and related documents; and board minutes and information packages.

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