1.A SIPS operator shall have documented objectives which place a high priority on the safety and efficiency of the SIPS. The objectives shall explicitly support financial stability and other relevant public interest considerations, in particular open and efficient financial markets.
[F12. A SIPS operator shall have effective and documented governance arrangements that provide clear and direct lines of responsibility and accountability. These arrangements shall be made available to the competent authority, owners and participants. The SIPS operator shall make abridged versions thereof available to the public.]
3.The Board's roles and responsibilities shall be clearly defined. The Board's roles and responsibilities shall include all of the following:
(a)establishing clear strategic aims for the SIPS;
(b)establishing documented procedures for the SIPS' functioning, including procedures to identify, address and manage conflicts of interest of its members;
(c)with the exception of Eurosystem SIPS, ensuring the effective selection, monitoring, and, where appropriate, removal of members of Management;
(d)with the exception of Eurosystem SIPS, establishing appropriate compensation policies, consistent with best practices and based on long-term achievements.
4.Except for Eurosystem SIPS, the Board shall review both its overall performance and the performance of its individual Board members at least annually.
[F15. The Board's composition shall ensure integrity and, except for Eurosystem SIPS, an appropriate mix of technical skills, knowledge and experience both of SIPS and of the financial market in general, allowing the Board to fulfil its roles and responsibilities. The composition shall also take into account the allocation of competences in accordance with national law. Except for Eurosystem SIPS, and if permitted by national law, the Board shall include non-executive board members, including at least one independent director.]
6.Management's role, responsibilities and reporting lines shall be clearly defined. The composition shall ensure integrity and an appropriate mix of technical skills, knowledge and experience both of SIPS and of the financial market in general, allowing Management to fulfil its responsibilities for the operation and risk management of the SIPS operator. Management's responsibilities shall include, under Board direction, ensuring all of the following:
(a)that the SIPS operator's activities are consistent with its objectives, strategy and risk tolerance;
(b)that internal controls and related procedures are appropriately designed, executed and overseen in order to promote the SIPS operator's objectives;
(c)that internal controls and related procedures are subject to regular review and testing by well-trained and sufficiently staffed risk-management and internal-audit functions;
(d)active involvement in the risk-control process;
(e)that sufficient resources are allocated to the SIPS's risk-management framework.
7.The Board shall establish and oversee a documented risk-management framework, which shall:
(a)include the SIPS operator's risk-tolerance policy;
(b)assign responsibilities and accountability for risk decisions;
(c)address decision making in crises and emergencies;
(d)address internal control functions.
[F1The Board shall ensure that there are three clear and effective lines of defence (operations, risk management and internal audit), which are separate from each other and have sufficient authority, independence, resources and access to the Board.]
[F27a. The Board's approval shall be required for decisions that have a significant impact on the SIPS's risk profile and for the key risk documents governing the SIPS's operations. As a minimum, the Board shall approve and annually review the comprehensive risk management framework referred to in Article 5(1), the operational risk framework and the associated business continuity plan referred to in Articles 15(1) and 15(5) respectively, the recovery and orderly wind-down plan and the capital plan referred to in Articles 5(4) and 13(6) respectively, the frameworks on credit and liquidity risk referred to in Articles 6(1) and 8(1) respectively, the collateral framework that governs the management of risks referred to in Article 7, the SIPS's investment strategy referred to in Article 14(4), and the cyber resilience framework referred to in Article 15(4a).]
8.The Board shall ensure that major decisions affecting the SIPS's technical and functional setup, rules and overall strategy, in particular, with regard to choice of a clearing and settlement arrangement, operating structure, scope of products cleared or settled, and use of technology and procedures, appropriately reflect the legitimate interests of the SIPS's relevant stakeholders. The relevant stakeholders and, where appropriate, the public shall be consulted reasonably in advance on such decisions.