Swift, corporate governance
The Table of contents
Swift was established based on the Belgian law, all cooperation organization and control by the shareholders.Swift shareholders elected by 25 composed of independent directors, the management and supervise the daily operation of the company.The management committee is led by chief executive officer of full-time employees.
Directors appoint
Swift, the composition of the board is designed to reflect the use of the Swift message service, to ensure the correlation of Swift worldwide, to support its international influence and keep its strict neutrality.
The usage of each country to Swift message, already decided the equity allocation of Swift, also determines the number of board directors shall be entitled to each country.
Swift stake in calculation with certain rules, the director nomination process and the composition of the board of directors also follow the rules of Swift that stipulated in the articles of association.Shares on the basis of financial contribution of Swift service allocation, this arrangement is designed to ensure that the composition of the board of directors reflects a Swift shareholders all over the world.According to the shareholders in all countries in the case of Swift ranks, it may recommend one or two directors to join the board of directors, or enter into other countries jointly recommend a director
- Stake in the front ranks of six countries, each country's shareholders can nominate two directors for the election.The method recommended in the number of directors cannot be more than 12 people
- According to the number of holdings in order to rank 10 countries, each country can nominate a director for the election, in this way the recommended number of directors does not exceed 10.
- Stock quantity is insufficient to recommend one or two other directors, can combine other countries jointly nominate directors for election.According to the method recommended by the number of directors does not exceed three.
The total number of board seats not more than 25.
The director election
Once a nominee directors approved, will be held each year in Swift was elected at the annual general meeting of shareholders director, term is 3 years.The board chairman and vice-chairman from director election every year.The board director of four meeting every year.
Director of compensation
Swift won't come to the directors compensation, but will pay the directors in order to perform their duties of travel expenses.
Director of the committee
The board of directors has seven committee, to provide strategic guidance for the board of directors and management committee, and review the project progress of their respective fields.
- Auditing and finance committee (AFC) is a Swift operation and related supervision institutions internal control flows of auditing.AFC adopt best practices, to ensure that the Swift in the following areas to realize the best management and supervision.
- Accounting, financial reporting and control
- Legal and regulatory
- security
- Budget, finance and financial arrangements for a long time
- Ethics project
- Risk management (implementation) together with the company's risk management committee
- Audit and supervision
AFC at least a year and CEO, CFO, general counsel and chief comptroller or representatives of the people to arrange in advance to open four meetings.
AFC can ask according to need of any a Swift employees to attend the meeting.Accept external audit in the audit report to discuss or an AFC think the right time with the AFC to a meeting.
- Banking & pay commission (BPC) and Swift (SSC) of the securities committee of the development of the focus on different areas.Banking services committee (BSC) focus on standards, data, and the API (rule of business architecture)
- Company risk committee (FRC) to assist the board of directors of the company to supervise the company to the key risks, including the strategic and operational risk, guiding principle, policy, and monitor and cutting process of risk management.The role of FRC including risk management supervision and Swift.FRC cooperate with AFC and TPC chairman, focusing on an AFC and TPC didn't focus on the risk.FRC by the chairman of the board as chairman, other members including an AFC, TPC and the chairman and vice chairman of the BSC.Committee director in daily meetings to open three times a year.
- Human resources committee (HRC) regulation of executive pay.HRC to evaluate company performance and decide the compensation management committee members and other executives.HRC will also monitor the employee's compensation mechanism, including pension planning and allocation, etc.HRC also need to the appointment of the executive committee for approval, will assist in the development of the company, such as company executive succession plan.The board chairman and deputy chairman generally is a member of the HRC, they need a year and the CEO, chief human officer, CFO meets four times a week at least.Without Swift executives, HRC also held many meetings.
- Science and technology and production board (TPC) is responsible for technology, production and development, etc.
The audit process
Swift chief auditor has dual reporting line: report from the function perspective, the need to report to the AFC President, will tell from administrative reporting line directly reporting to the CEO.Given the sensitivity of the external auditors management consulting, AFC annual review of spending and the trend of the associated with external auditors.In order to ensure objectivity, the task of the external auditor and its compensation are subject to approval by AFC.
Two external audit
- Ernst &young Brussels since 2000 as a financial audit work
- Ernst & young audit work expires in June 2018, after the audit will be automatically postponed to June 2020.The financial audit report can be in ernst & young found 2019 legal and integration of financial reporting
- PWC UK since 2003, Swift safety audit.In 2016 they submit three-year third-party verification report (ISAE3000) entrust to expire in 2019.In 2019, Swift submitted independently SwiftNet, FIN, interface products, T2S, Alliance Lite2 ISAE3000 and other products Type 2 report.Each report contains PWC about the design of the control behavior of adequacy, operational effectiveness of the audit opinion.These control behavior intended to conduct risk management, safety management, technology management, system reliability and user communication and CPMI (IOSCO 's consistent), etc.
supervision
Swift and its supervision mechanism to keep the open channels of constructive dialogue.Because the message service in the field of maintain smooth operation of the global financial market, the importance of Swift, accept the supervision of the G10 central Banks.In this mechanism, because the Swift registered in Belgium, Belgian bank (NBB) became chief supervision institutions.In 2012, G10 central Banks for the cooperation a retrial supervision mode.The arrangement of the last review in 2012, when the Swift supervision established BBS, whereby Swift supervision activities of information sharing and expand to more the central bank.To discuss the problem with risk identification and management, information security, system reliability and toughness, technology planning and five important aspects, such as communication with the user.
User representatives
Swift nations member group (NMG) and user groups (NUG) by ensuring that Swift and users to ensure timely and accurate information about the two-way communication between users of the world's focus.NMG include the Swift all shareholders in some countries, is responsible for recommend candidates Swift board.NMG or Swift, the board of directors and management consultant at the same time, also responsible for coordinating a instead of shareholders' opinion to be responsible for the interests of shareholders.NMG elected President by the country's Swift shareholders.
NUG including the Swift within each country all users, take on planning and coordinating the operation behavior of BBS functions.Each NUG chairman will be Swift and the user group of the main communication channel.
