Governance

The Board comprises seven members appointed by the Grand Duke on the proposal of the Government in Council for a period of five years.

Article 5 of the Law of 23 December 1998 establishing the CSSF (“CSSF Law”), lays down the powers conferred upon the Board, namely the annual adoption of the CSSF’s budget and the approval of the financial statements and of the report of the CSSF’s Executive Board, which are submitted to the Board before their presentation to the Government for approval. It shall also set the general policy as well as the annual and long-term investment programmes which are submitted to it by the Executive Board before being submitted for approval to the Minister responsible for the CSSF. The Board is not competent to intervene in the CSSF’s prudential supervision.

The senior executive authority of the CSSF is the Executive Board, composed of a Director General and between two and four Directors, appointed by the Grand Duke on the proposal of the Government in Council for a period of five years.

In accordance with Article 9 of the CSSF Law, the Executive Board works out measures and takes decisions it deems useful and necessary for the fulfilment of the CSSF’s mission and for its organisation. Moreover, it sets up a five-year “target agreement” with the Minister responsible for the CSSF. It submits the reports and proposals, as part of its responsibilities, to the Board and the Government.

From left to right: Françoise Kauthen, Claude Wampach, Claude Marx, Marco Zwick, Jean-Pierre Faber

The Resolution Board is the internal executive body of the CSSF in charge of the resolution function, i.e. the duties and powers conferred on the CSSF as the resolution authority by the Law of 18 December 2015 on the failure of credit institutions and certain investment firms (“BRRD Law”), Regulation (EU) No 806/2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund (“SRM Regulation”), Regulation (EU) No 2021/23 on a framework for the recovery and resolution of central counterparties, and their implementing measures.

In order to prevent any conflict of interest between the supervisory tasks and the resolution tasks in accordance with the BRRD, the Resolution Board is the highest executive authority of the CSSF and not the Executive Board. The Resolution Board is composed of five members: the Director Resolution, (Chairman of the Resolution Board), the Director of the Treasury, the Director General of the Banque Centrale du Luxembourg, the Director of the CSSF responsible for banking supervision and a magistrate appointed by the Grand Duke on the proposal of the Government in Council for a period of five years. The Director Resolution may attend as observer the meetings of the Executive Board in order to facilitate the information exchange and cooperation between the Resolution Board and the Executive Board.

The functions of the Resolution Board, laid down in Article 12-1 of the CSSF Law include the drawing-up of the budget of the resolution function which will be included in the budget of the CSSF, as well as the cooperation, within the limits of its duties, in the drawing-up of reports and other documents to be submitted to the Board.

The Council for the Protection of Depositors and Investors (CPDI) is the internal executive body of the CSSF in charge of managing and administering the Fonds de Garantie des Dépôts Luxembourg (FGDL) and the Système d’Indemnisation des Investisseurs Luxembourg (SIIL). The duties and powers of the CPDI are conferred on it by Part III of the Law of 18 December 2015 on the failure of credit institutions and certain investment firms. Its functioning is governed by the provisions of Section 4-2 of the CSSF Law. The CPDI cooperates, within the limits of its duties, to the drawing up of reports and other documents to be submitted to the Board. The CPDI also appoints a CSSF agent to be in charge for the secretariat of the FGDL.

The CPDI comprises 4 to 5 members:

• the Director of the CSSF in charge of the department “Depositor and Investor Protection” is also the Chairman of the CPDI;
• the Director of the Treasury;
• the Director General of the Banque Centrale du Luxembourg;
• the Director of the CSSF in charge of banking supervision if different from the Director referred to in the first indent;
• a magistrate appointed by the Grand Duke on the proposal of the Government in Council for a period of 5 years.

The Government appoints a réviseur d’entreprises agréé (approved statutory auditor) for a term of three years renewable on a proposal from the Board of the CSSF. The réviseur d’entreprises agréé (approved statutory auditor) must fulfill the requirements to carry out the profession of réviseur d’entreprises agréé (approved statutory auditor). The réviseur d’entreprises agréé (approved statutory auditor) is responsible for verifying and certifying the accuracy and completeness of the CSSF’s accounts. She or he must draw up a detailed report on the CSSF’s accounts at the close of the financial year. The Board may request him or her to carry out specific verifications.

The CSSF is subject to the control of the Cour des comptes (Court of Auditors) for the compliant use of the public financial participation it receives.

For the exercises 2023-2025, PricewaterhouseCoopers is the external auditor of the CSSF.

Internal Audit is an independent activity covering control, consulting and assessment of all the processes, functions and operations of the CSSF. This activity helps the CSSF accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes. The Internal Audit function operates under the responsibility of the CSSF’s Executive Board. The mandate of the Internal Audit is defined in the CSSF’s Audit Charter, approved by the Executive Board.

The Information security officer (ISO) is responsible for protecting the information used by the CSSF to ensure its mission. The purpose of this function is to provide the Executive Board with a general and ongoing overview of the risks related to information security to which the CSSF is or could be exposed. The ISO carries out the implementation of the security policy decided by the Executive Board and ensures the application of security measures and their effectiveness. The function coordinates the security actions so as to have maximum control thereof.

The purpose of Risk management is to provide the Executive Board with a general overview of the risks to which the CSSF is or could be exposed and to coordinate the steps so as to have maximum control thereof.

The Government may seek the advice of this Consultative Committee for Prudential Regulation, constituted by the CSSF Law, on any draft law or Grand-ducal regulation in the field of supervision of the financial sector falling within the remit of the CSSF. The CSSF’s Executive Board must seek an opinion of this consultative committee on any draft regulation of the CSSF other than related to statutory audits and the audit profession. Any of its members may refer the implementation or application of prudential regulation overall, or specific questions, to the said committee. The external members of the Consultative Committee are appointed by the Minister responsible for the CSSF.

The Government may seek the advice of the Consultative Committee for the Audit Profession, established by the Law of 18 December 2009 concerning the audit profession, on any draft law or Grand-ducal regulation related to statutory audits and the audit profession subject to the oversight of the CSSF.
The CSSF’s Executive Board must seek an opinion of this consultative committee on any draft regulation of the CSSF related to statutory audits and the audit profession. Any of its members may refer the implementation or the application of the legislation regarding the oversight of the audit profession in its whole or for specific issues to the said committee. The external members of the consultative committee are appointed in accordance with Article 15-1 of the CSSF Law.

The Government may seek advice from the Committee, constituted by the BRRD Law, on any draft law or Grand-ducal regulation in the field of resolution falling within the competence of the CSSF. The Resolution Board must seek an opinion of this Committee on any draft regulation of the CSSF relating to resolution. Any of its members may refer the implementation or application of regulations on resolution overall, or specific questions, to the said Committee. The external members of the Committee representing banks and investment firms respectively, are appointed by the Minister responsible for the financial sector. The external member of the Institut des Réviseurs d’Entreprises is designated by the latter.