The Depository Trust & Clearing Corporation (DTCC) is planning to adopt an enhanced corporate governance model that is better aligned with widely accepted global standards, creating a Chairman of the Board role that is separate from the Chief Executive Officer position.
The decision to separate the Chairman and CEO roles is the outcome of considerable discussion by the Board of Directors and DTCC executive management over the past two years, culminating in a Governance Review process completed in 2010. DTCC executive management proposed this separation in the early stages of the governance review.
The Board has closely monitored global trends on governance, especially at a time when DTCC has increasingly become involved in global business issues, particularly in Europe. The addition of the separate Chairman promises to foster the Boards related goal of being best-in-class in the oversight of risk management.
Separating the roles of Chairman and CEO is seen as a significant step by regulators, policy makers and governance experts as a best-of-breed standard in financial servicesand other industry sectors as well. A growing number of leading international companies have adopted this model over the past several years.
Under the new organizational structure, the CEO will oversee DTCCs overall business strategy, business operations, systems, customer outreach, and staff functions (e.g., Finance, Legal, Human Resources, etc.) that pertain to the day-to-day running of the company, working in close collaboration with and reporting to the Chairman. However, to heighten independence and direct accountability, DTCCs risk management and compliance activities will report directly to the Chairman. This structure provides for optimal checks and balances between the businesses and control functions, with separate and independent reporting lines to the Board of Directors.
Adding this important new leadership role builds upon DTCCs already strong corporate governance culture and provides a critical complement to Don Donahuewho continues as CEOand his leadership team at a time when the financial world is undergoing unprecedented change, said Art Certosimo, Presiding Director of DTCCs Board of Directors.
Over the past two years, the DTCC Board and executive management team have been focused on enhancing risk management and corporate governance in line with widely accepted global standards of best practices of oversight, internal controls, and ensuring there is the highest degree of independence and direct accountability to executive management and the Board.
DTCC is already a world-class organization, Certosimo continued, and the Board has full confidence in DTCCs executive management, led by Don Donahue, and in the talent and experience of DTCC employees. The challenge now is to meet the increasing expectations of the industry, our regulators, and other stakeholders regarding our ability to manage and mitigate risk. With this governance model, we believe DTCC will be even better positioned to demonstrate the strengths that are a hallmark of its global reputation for bringing certainty, safety and soundness to our capital markets.
DTCC has engaged Korn/Ferry International to conduct the search for the new Chairman and expects that it will be completed and the position filled early in 2011.
D.C.