The Relevancy of good Corporate Governance
Presentation by Mrs. Leila Matroos-Lasten,
Acting-President of the
Centrale Bank van Curaçao en Sint Maarten,
given to the Supervisory Board of the LAAD Americas N.V.
Willemstad - March 7, 2019
Good morning ladies and gentlemen,
First of all, allow me to thank you (the Board of LAAD Americas N.V.) for having invited me to
introduce this morning the very important topic which is the Relevancy of Good Corporate
Governance.
As the Regulator of the financial sectors of the monetary union comprising the countries Curaçao
and Sint Maarten, the Centrale Bank van Curacao and Sint Maarten (the Bank) is entrusted, amongst
other, with the supervision of the banking and credit institutions. As such, its supervision is primarily
geared towards the promotion of the stability, integrity, efficiency, safety, and soundness of the
financial sectors of the countries in general and the safeguarding of the interest of stakeholders of
the banking and other credit institutions in particular. The key for the success or failure of the
entities supervised by the Bank is at the end of the day - Corporate Governance.
Corporate Governance, according to the Basel Committee on Banking Supervision and as adopted
by the Bank, can be defined as a set of relationships between a company's management, its board, its
shareholders and other stakeholders which provides the structure through which the objectives of
the company are set, and the means of attaining those objectives and monitoring performance. It
helps define the way authorities and responsibilities are allocated and how corporate decisions are
made. Thus, Corporate Governance is the driving force of every company, whether a bank or
production company.
Corporate Governance became even more important following the financial crisis which unfolded,
after the collapse and scandals surrounding several renowned financial/ banking institutions and
companies such as Lehman Brothers, Bear Sterns and Barings Bank in the period 2007/2008.
As a result, the "Organization for Economic Cooperation and Development" (OECD) updated its
widely accepted and long-established principles for good corporate governance to assist governments
worldwide in their efforts to evaluate and improve their frameworks for corporate governance and to
provide guidance for participants and regulators of financial markets.
The Basel Committee on Banking Supervision, responsible for the international standards and
guidelines on banking supervision, which has adopted the OECD principles of corporate
governance, also updated its own set of Corporate Governance guiding principles for banks
worldwide to assist Banks and Supervisors further.
The Bank, having a keen interest in sound corporate governance has therefore adopted the
internationally accepted Basel committee's guiding principles of good corporate governance in its
admission requirements for local and international banks and its Corporate Governance Guidance Notes for the
Supervisory Boards of Supervised Financial Institutions by choosing for a two-tier board model consisting of
a Managing Board and a Supervisory Board. This despite the fact that our General Law on
companies permits a one-tier board. (which will be elaborated later upon by Mrs. Hammoud and
Mrs. De Windt).
According to the Bank, an institution's Supervisory Board is ultimately responsible for the conduct
and affairs of the supervised institution. It is the Supervisory Board's duty to oversee management
affairs and to monitor the institution's direction and, hence, its adherence to its overall policy. By
doing this, the Supervisory Board determines how the institution will conduct its business in the long
term. In general, the Supervisory Board establishes or approves and monitors the policies by which
Management will operate.
The Supervisory Board should set the "tone at the top" and oversee management's role in fostering
and maintaining a sound corporate and risk culture.
In favorable times the Supervisory Board contributes by setting the tone and direction, it oversees
and supports Management's efforts by testing and probing their recommendations before approving
them. The Supervisory Board should also ensure that adequate systems and controls are in place to
identify and address problems before they become a threat for the viability of the institution.
In adverse times the Supervisory Board should be even more actively involved with the institution
assisting it with the undertaking of the necessary corrective actions and, when needed, to keep the
institution on track until effective management can be reestablished.
The Supervisory board is considered therefore by the Bank as an extension of its supervision within
the regulated entities because well-governed banks contribute to an efficient and cost-effective
supervisory process which permits the Bank to place more reliance on the bank's internal processes
which may result in less need for supervisory intervention.
In this respect we consider communication as key for an adequate supervision of the institutions
supervised by the Bank. Therefore, we applaud the contribution of LAAD in its communication
towards the Bank by having annual presentations of LAAD's results, where a representative of the
Managing Board is always present to explain the results and developments in the markets.
The Bank furthermore welcomes periodic exchange of information between the Bank and the
Supervisory Board of LAAD (for example on the strategy, risk assessments performed, Statement of
compliance etc.) as this will assist the Bank further in its supervisory task.
To keep up with worldwide Corporate Governance developments, the Bank is continuously
enhancing its risk-based supervision framework. Its Corporate Governance Notes (which date back
to 2001) are currently being updated to reflect the tasks and responsibilities of the Supervisory Board
more clearly. With actualization of the National Ordinance on the Supervision of Banking and Credit
Institutions at the end of 2015, the supervisory framework of the Bank was further strengthened
allowing it to impose fines and penalties in case of non-compliance with our laws and regulations.
With the institution of the Conduct Supervision department, more emphasis is being
placed by the Bank on the supervision of the behavior of the institutions boards in the execution of
their responsibilities.
I hereby conclude my introductory remarks and pass the word now to Mrs. Mayesi Hammoud who
will elaborate further on Corporate Governance aspects as established by the Corporate Law of
Curaçao. I wish you further a pleasant stay on our island and hope that the discussions of this
morning will be very fruitful.