EBA internal governance guidelines reflect key ABBL priorities

On 5 November 2026, the European Banking Authority (EBA) published its revised Guidelines on Internal Governance under the Capital Requirements Directive (CRD). The Guidelines incorporate changes introduced by CRD VI and aim to strengthen internal governance while applying a more proportionate and risk-based approach.

The ABBL had been actively involved in the consultation process. In its response submitted on 6 November 2025, the association supported the objective of robust governance while calling for greater clarity, consistency and proportionality, and warning against unnecessarily prescriptive requirements.

The final Guidelines now reflect a significant number of these concerns.

More proportional and workable governance requirements

One of the ABBL’s main priorities was to ensure that the Guidelines respect different national governance frameworks.

The final text confirms that the Guidelines must be applied within national company-law frameworks and recognises different governance models, including one-tier and two-tier systems.

The EBA has also clarified the position on executive Chairs. The final Guidelines allow a Chair to exercise executive functions where this is permitted under national law and where appropriate safeguards and checks and balances are in place.

On cooling-off periods and intra-group roles, the EBA has narrowed the scope of the restrictions and reduced the cooling-off period, moving towards a more proportionate approach.

Less prescriptive documentation

The ABBL had also raised concerns about the administrative burden associated with the mapping of duties and statements of responsibilities required under CRD VI.

While the underlying requirements remain, the EBA has reduced the level of detail expected, simplified the framework and recognised that institutions can rely on existing governance documentation and repositories rather than creating entirely new standalone systems.

This is one of the main areas where the final Guidelines move towards the ABBL’s call for less duplication and greater operational flexibility. The EBA itself highlights the reduced level of detail required for duty mapping and individual statements as one of the principal changes made following consultation.

Greater clarity across governance structures

Several other ABBL priorities are also reflected in the final text.

The EBA has clarified reporting lines within groups and third-country branches, including the application of proportionality and local-presence requirements.

The final Guidelines also provide greater clarity on the interaction between Compliance and Legal functions, while preserving the possibility of combining Risk and Compliance functions where justified under proportionality.

For internal control functions more broadly, the EBA has reinstated the concept of independent internal control functions, responding to concerns raised during the consultation.

Simplification in diversity and ESG requirements

The final text also introduces changes in several more detailed governance areas.

The EBA has removed the requirement for individual members of remuneration committees to possess specific ESG expertise, moving instead towards a less prescriptive approach.

It has also removed the proposed list of diversity and inclusion indicators, favouring a more principles-based framework, and deleted specific references to fundamental rights and discrimination as examples of operational risks.

Not all ABBL proposals were taken on board. In particular, the EBA retained the requirement for input from the Risk Committee to the Remuneration Committee on ESG-related matters, reflecting the underlying CRD VI requirement.