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IBCB Guiding Principles for Change

Written In-House

Written In-House

September 2021

Introduction:

In the context of the IBCB’s agreed purpose[1], the IBCB has developed a series of Guiding Principles (‘the Principles’) for its member banks to be adhered to, as relevant, where there are significant changes in operating models and/or activities resulting in material[2] impacts on bank customers, and/or staff, and/or the wider market.  These Principles are not intended to be prescriptive, rather they are intended to be used as guidelines for IBCB member banks as relevant.

The IBCB recognises that from time to time there will be commercial decisions taken by its member banks which may result in both negative (& positive) impacts on specific customer and/or staff cohorts. While it is not the role of the IBCB to focus on the commercial aspects of these decisions, it is concerned with whether the decisions are fair and how they will be implemented in the context of the behaviours the IBCB promotes. The aim of the Principles is that relevant change projects are managed in line with the IBCB’s overarching objectives of promoting fair and transparent outcomes for Customers and Staff, underpinned by ethics and accountability.

The IBCB will, at all times, conduct its discussions and activities in compliance with all applicable laws, including, competition law. Specifically, in relation to competition law, any IBCB discussions in relation to the Principles will adhere to the IBCB’s Competition Law policy, including its ‘Do’s & Don’ts document’.

The Principles do not reference member banks’ individual obligations arising under applicable statutory regulation or legislation. Compliance with same by IBCB member banks is expected at all times and taken as a given.

While the management of bilateral employee and customers relations in the context of relevant change is not within the scope of these principles, all IBCB member banks are encouraged to engage and consult with relevant staff and customer representatives and the institutions of the State as applicable.

In scope Change Projects:

It is recognised and accepted that IBCB member banks must give precedence to their own corporate governance structures in relation to discussion and approval of relevant change projects. In addition, it is recognised and accepted that member banks, as listed entities, are subject to stringent market disclosure rules which can restrict their ability to consult and communicate with impacted groups in advance of a market announcement.

Noting the above, IBCB Bank Board members will (when feasible given commercial, regulatory and legal restrictions) make the wider IBCB Board aware of material change projects within their institution which are considered to fall within the scope of the Principles. Non-bank Board members may also propose change projects to be in scope of the Principles. The IBCB Board will discuss all projects proposed and, in line with its established decision-making procedures[3], agree which specific change projects are within scope, and will invite member banks to present, and update the Board, on these based on an agreed frequency.

Member banks providing updates to the IBCB Board on relevant change projects will reference how they are adhering to each of the Principles in their respective projects, including explaining why certain Principles are not considered applicable (as relevant). It is not intended that the IBCB Principles be duplicative, member banks may explain (as required) how they have met the objective of an aspect of the Principles via other means such as existing agreed change management procedures.

Confidentiality obligations:

The successful operation of the Principles will result, on occasion, in discussions at Board level of sensitive and/or confidential information. For such discussions to operate effectively they must operate on a foundation of trust. On this basis, all IBCB Board members are obliged to commit to treating information they become aware of as a result of the Principles with discretion.

Impact assessment:

Adherence to these Principles is not intended to result in any disadvantage to IBCB member banks vis a vis non-IBCB member competitors. Rather, adherence to the Principles is intended to positively differentiate IBCB member banks vis a vis other financial institutions and demonstrate their commitment to positive cultural change.

The impact of the Principles will be kept under review by the CEO in consultation with member banks and other stakeholders, with reporting to the IBCB Board, to ensure that any unintended negative consequences are identified and addressed promptly. In this context, it is proposed that an impact assessment be conducted on at least an annual basis, or more regularly as agreed by the IBCB Board.

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IBCB Guiding Principles for Change

The Principles are composed of five broad categories:

  1. Behaviour & Culture
  2. Corporate Citizenship
  3. Communications
  4. Structured Listening & Consultation
  5. Supports
  1. Behaviour & Culture:
  2. Change decisions will be taken and implemented in accordance with the stated purpose and values of the IBCB member bank, the commitments set out within the member bank’s Behaviour & Culture change road-map and the principles that the IBCB promotes;
    1. Change decisions will have regard to the key elements within the IBCB DECIDE Framework/or similar;
  3. Updates provided to the IBCB Board will reference how the management of the change project is being done in accordance with any commitments the IBCB member bank has made within its overall Behaviour & Culture programme as presented to the IBCB Board.
  • Corporate Citizenship:
  • IBCB member banks will strive to adhere to the sprit as well as the letter of the law in relation to their management of relevant change projects and their ensuing obligations to customers, staff and wider society, and reasonably meeting their obligations;
  • IBCB member banks recognise the unique societal role of banks and are committed to ensuring that relevant aspects of this role (e.g. the accessibility of banking services, the impacts on customers in a vulnerable position as a result of relevant change, support for the real economy etc.) are given explicit focus when implementing relevant change projects.
  • Communications:
  • The change will be communicated to impacted Customers, Staff and other key Stakeholders (including their representative bodies[4] as relevant) as soon as is possible (noting the specific market disclosure restrictions applicable to listed banks, the requirement to comply with other regulatory and legal requirements which may be applicable as well as commercial confidentiality), with those most impacted by the change being communicated with as a priority;
  • The impact of the change will be communicated via a comprehensive communications strategy, including at a minimum:
    • clear language with all necessary technical terms explained and including details of available alternatives (as relevant);
    • designated contact points for further information, including hours and means of accessibility will be provided;
    • commitment to regular communications (frequency to be decided on a case-by-case basis) will be provided for the duration of the change project;
    • a timeframe for implementation of the change and/or further announcements will be provided (noting that this may be subject to change), underpinned by the objective of providing ‘certainty periods’ to those impacted (i.e. no action required until x date etc.). (as appropriate given commercial, regulatory and legal considerations).
  • Structured Listening & Consultation:
  • The views of the key[5] impacted groups (and their representatives) will be sought, listened to and taken into account (as appropriate given commercial, regulatory and legal considerations), during and post the change project via structured fora;
  • Learnings will be used to shape future aspects of the change project using the ‘even better if’ approach (or similar);
  • Where views of key impacted groups have not been reflected in the ultimate change project, the rationale for doing so will be explained, as relevant.
  • Supports:
  • A clear overview of relevant supports available will be provided to those impacted, as well as guidance as to how these supports can be accessed (e.g. hotlines, legal, HR, employment, staff & customer representative bodies[6] as relevant, training advice, account switching etc.);
  • A proactive outreach approach to key impacted cohorts will be adopted in order to manage the potential risk to these cohorts of inertia.

[1] The IBCB’s purpose is to work with our member banks to build trustworthiness in order to assist the industry in regaining public trust. Our ambition is to be a trusted independent voice in banking, to act as a transformative influence on culture within the Irish banking sector. We will promote and measure an environment in which ethical behaviour lies at the heart of banking; fair customer outcomes are achieved; staff are supported and reputation for competence is rediscovered.

[2] For the purposes of this document ‘material’ has not been defined – it will be determined on a case-by-case basis by the IBCB Board, however the objective is that these principles and the reporting associated with them will be focussed on large-scale changes impacting customers/staff/the market.

[3] IBCB Board Ways of Working document (Jan 2021), section 5 ‘Decision Making & Voting’: The preferred method of decision making will be by consensus agreement. However, should the Chairman call upon members to vote on any issue, decisions will be by way of simple majority. In the event of a split decision, the Chairman shall exercise a casting vote to determine the outcome.

[4] E.g. Sectoral customer representatives/industry bodies, Trade Unions (where recognised), Employee councils etc. as applicable

[5] To be determined by the member bank and explained within the presentation to the IBCB Board and feedback sought

[6] E.g. Sectoral customer representatives/industry bodies, Trade Unions (where recognised), Employee councils etc. as applicable

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IBCB Guiding Principles for Change

September 2021 Introduction: In the context of the IBCB’s agreed purpose[1], the IBCB has developed a series of Guiding Principles (‘the Principles’) for its member