Independence of the management bodies
Article 16
1. Payment card schemes and processing entities shall ensure that the composition of their management bodies mitigates conflicts of interest for the decision making process between the payment card scheme and the processing entity, including by setting clear and objective criteria under which directorships may be held by the same person at the same time in the management body of the payment card scheme and of the processing entity. Those criteria shall be made public and shall be subject to review by competent authorities. 2. The management bodies of payment card schemes and processing entities that belong to the same legal entity or group shall approve and periodically review conflict of interest policies for managing and monitoring the compliance with this Regulation. 3. For the purposes of paragraph 2 and where directorships may be held by the same person in the management body of the payment card scheme and of the processing entity, payment card schemes and processing entities shall establish: (a) a separate management body responsible for decisions related to the payment card scheme activities, with the exemption of shared services referred to in Article 12, and which shall be composed of members of the management body that do not perform any executive function in relation to processing activities. Those members shall advise the management body on the payment card scheme strategy in compliance with this Regulation and assist the management body in overseeing the implementation of that strategy by senior management; (b) a separate management body responsible for decisions related to the processing activities, with the exemption of shared services referred to in Article 12, and which shall be composed of members of the management body that do not perform any executive function in relation to payment card scheme activities. Those members shall advise the management body on the processing entity strategy in compliance with this Regulation and assist the management body in overseeing the implementation of that strategy by senior management; (c) independent reporting lines from the senior management of either the payment card scheme business unit or of the processing entity business unit, as applicable, to the management body. 4. The organisational arrangements established in accordance with paragraph 3 shall be made available to competent authorities upon their request. 5. The management body shall retain overall responsibility for ensuring compliance with this Regulation.