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    OSFI Updates the Corporate Governance Guideline in Canada

    September 18, 2018

    OSFI published the final version of its revised guideline on corporate governance. The guideline sets out expectations of OSFI from boards of directors of federally regulated financial institutions. OSFI also published a letter to the federally regulated financial institutions, the annex to which summarizes the material comments received on the proposed guideline and the response of OSFI to these comments.

    The revised guideline is more principles-based and places greater focus on Board effectiveness. The revised guideline enables boards to be more effective in executing their roles and responsibilities. OSFI held a public consultation in 2017 and the key changes after consultation include the following:

    • Providing boards with greater discretion over how they meet the principles of the guideline, taking into account the size, complexity, and risk profile of institutions 
    • Clarifying the delineation between board and senior management responsibilities
    • Consolidating and rationalizing all OSFI requirements for boards in one guideline

    This guideline does not apply to the Canadian branch operations of foreign financial institutions and the expectations of OSFI for oversight of these operations remains unchanged. However, OSFI plans to review and amend guidelines E-4A Role of the Chief Agent & Record Keeping Requirements and E-4B Role of the Principal Officer & Record Keeping Requirements in the near future.

     

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    Keywords: Americas, Canada, Banking, Insurance, Corporate Governance, Guideline, Responses to Consultation, OSFI

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