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TCH Files Comment Letter to FSB on Its Peer Review on Corporate Governance

The Clearing House (TCH) filed a comment letter responding to the FSB’s request for feedback on the implementation of the G20/Organization for Economic Co-Operation and Development (“OECD”) Principles of Corporate Governance (“OECD Principles”) as they relate to financial institutions. Of note, in the letter TCH recommends that in light of the FSB’s statement regarding the scope of the peer review and areas of focus, and the importance of the board’s role in overseeing management, TCH believes that the efforts of the FSB to review and evaluate the supervisory frameworks for corporate governance, including in the peer review, the OECD Assessment Methodology, and any future supplements or revisions to the OECD Principles, should expressly include an evaluation of whether the relevant framework sufficiently distinguishes the roles of the board and senior management, and recognize the dangers to effective governance that arise when the board is misfocused with detailed administrative and managerial responsibilities at the expense of serving its broader oversight function.