AFM Board Governance Course – NED/iNEDS

Maintaining an effective Board is central and integral to achieving good corporate governance. Failures of governance and the management of risk by Boards have been a key factor in many of the major financial sector failures of recent years. Consequently, there has been an increased and continuous focus from regulators on relaying their expectations of Boards and expressing their interest in promoting good governance across the financial sector.

AFM Boards specifically have ultimate responsibility for the management of funds in the UK under the AIFMD and UCITS Directives. As a result, AFM firms need to be run effectively and efficiently, particularly where the Board oversees a large volume of diffuse funds.

The FCA’s 2018 Asset Management Market Study concluded that there was weak price competition in a number of areas coupled with poor investor understanding in the following key areas:

• The objectives of funds
• How fund performance is determined
• How total costs and charges are calculated.

 In response to the above, the FCA proposed a package of remedies intended to address these issues, including the measures to:

• Strengthen the duty on asset managers to act in the best interests of investors (more robust governance arrangements and improved disclosure)
• Drive competitive pressure on asset managers (greater fee transparency).

 These measures clearly increase the responsibilities of AFM Boards, particularly the iNEDs, and will likely result in increased FCA focus and scrutiny on Board performance. Furthermore, the requirement to appoint at least two iNEDs to AFM Boards has resulted in an influx of new Board members with varied backgrounds and differing levels of Board and fund management experience.

The aim of this training session is to provide an overview of the obligations and expectations for iNEDs generally together with the specific requirements for iNEDs on AFM Boards.

Key learning objectives

• Understand the broad regulatory expectations in relation to the responsibilities of Independent Non-Executive Directors per UK Corporate Governance Code and SM&CR
• Discuss the key governance principles and best practice guidance applicable to AFM Boards
• Consider the key conduct risks associated with fund management and how iNEDs can get assurance that they are being appropriately managed
• Discuss the role of the iNED’s in developing and reporting on the Value Assessment
• Highlight relevant regulatory developments relevant to AFM Board members, including stewardship and climate change.

09:30 Understanding the regulatory expectations on the responsibilities of Independent Non-Executive Directors under the UK Corporate Governance Code and SMCR

• Introductions and learning objectives
• FCA’s 2019/20 Business Plan and focus on governance, conduct and culture
• Implementing the Senior Manager and Certification Regime, including lessons from the banking industry

09:45 Overview of the key governance principles, guidance and good practices AFM Board members should be aware of:

FRC’s 2018 UK Corporate Governance Code

• Compliance with the UK Corporate Governance Code
• Workforce and stakeholders
• Remuneration
• Culture
• High-quality reporting

FRC’s 2018 Revised Guidance on Board Effectiveness

• Chair role and tenure
• Independence of non-executive directors
• Monitoring culture
• Diversity
• Board composition
• New appointments
• Succession planning

10.15 Exploring the key conduct risks associated with fund management activities and how iNEDs can get assurance that they are being appropriately managed

• Acting in the best interest of investors
• Conflict of interest management
• Remuneration
• Complaints
• Three lines of defence model
• Outsourcing
• Market abuse and personal account dealing
• Due Diligence
• Risk Culture

10:45 Tea/Coffee Break

11:15 Developing and reporting on Value Assessment Statements

• Overview of the Value Assessment and Reporting requirements, focusing on the seven key assessment criteria
• Areas that AFM Boards might find challenging when completing and reporting on Value Assessments
• Effective review and challenge of the statements by an AFM’s Independent Directors

11:45 Recent regulatory developments and hot topics relevant to AFM Board members

• FCA’s proposed framework for delivering effective stewardship
• FCA and PRA focus on disclosure of financial risks associated with climate change
• Diversity

12.00 Q&A Session

12.30 Close 

This training course is run under the Chatham House Rule, for reference please see here

This course is aimed at AFM Board iNEDs, both recent appointees and longer standing Board members.

Adam Soilleux

Adam is a Manager in our Financial Services Advisory team and is a Qualified Chartered Accountant (ICAEW). Prior to working at BDO Adam worked in the finance team at M&G Investments. Adam has experience in providing assurance and regulatory advisory services on a broad range of topics to a number of Financial Services clients, predominantly focussed on investment firms. Services provided include internal audit for banks and asset/wealth managers, s166 Skilled Person Reviews, ISAE3402 assurance reviews, compliance monitoring reviews, prudential reporting reviews, and regulatory advisory work on UK and EU wholesale conduct regulation such as MAR and MiFID II.

Richard Barnwell

Richard is a partner within our Financial Services Advisory practice. He has over 17 years’ experience of working with firms across the financial services sector on a wide range of regulatory and compliance matters. Richard started his career at the Financial Services Authority in 2000, where he worked both as a supervisor and a policy maker. In 2005 he left the FSA and has spent the last 12 years working as a consultant at both EY and KPMG. He joined BDO in September 2017 where he mainly focuses on conduct related compliance issues.
Richard has led risk, governance, conduct and remediation reviews for a number of banks, insurers, wealth managers and asset managers. For the past four years he has worked extensively with wealth managers and asset managers on a range of issues including best execution, conflicts and suitability of advice. Most recently he has been supporting firms in their preparations for MiFID II and SMCR.
Richard is a Skilled Person and has worked on a number of s.166 reviews dealing with governance, conduct and suitability related matters. He has also managed multiple large scale suitability remediation programmes across the FS sector which have focused on pension transfers, discretionary fund management, annuities and investment advice more broadly.

Michael Haddon

Michael is a Principal in BDO’s Financial Services Advisory Team. Michael has over 30 years’ experience providing assurance and advisory services to financial services clients in the UK and overseas. Prior to joining BDO, Michael spent time in the UK and South East Asia with KPMG and PwC. His more recent work focused on helping clients in developing markets strengthen their governance arrangements and credit, market and operational risk frameworks, together with improving their risk and compliance culture. Michael is member of the ICAEW’s Internal Auidt Panel.

Shrenik Parekh

Shrenik is a Senior Manager in BDO’s Financial Services Advisory team. He is a CFA charter holder with over six years’ experience of providing risk and regulatory advisory services (including the delivery of Skilled Person reviews) on a broad range of topics to a number of financial institutions including banks, investment firms and asset managers. Shrenik’s areas of specialism include corporate governance, board effectiveness and the Senior Managers’ and Certification Regime.

IA Member £245.00 +VAT
Non-Member £345.00 +VAT

Pay using a credit card online, or if you wish to be invoiced please email your full details to: Training@theia.org

PLEASE NOTE: Full payment for the course must be made prior to the course commencement date.

Any cancellation must be made in writing. For all cancellation received 15-30 days prior to the course start date, 50% of the course fee is still payable. No refund is given for a cancellation made 14 days or less prior to the commencement of a course. Transferring from one course to another is treated as a cancellation. You can substitute one delegate for another at no additional cost. In this instance, please give two business days’ notice.

Hybrid Training Courses:

We will continue to monitor and follow government guidance regarding coronavirus (Covid-19) to ensure the safety of our team and our members. Please be advised some training courses could change from hybrid delivery (being held in-person and virtually) to solely virtual delivery, should government guidance require.