Senior managers regime: when accountability takes a name

Supervisory law long treated managers as part of a greater whole. Whoever issued an instruction, took on a risk or omitted a control did so within an organisation – and the organisation as a whole vouched for it. That construct is dissolving across financial markets. In the United Kingdom for the past ten years, in the EU under the latest banking directive, and in Switzerland under a bill that entered consultation in August 2026. The routes differ, the direction is the same: accountability takes a name.
 

What is a senior managers regime?

A senior managers regime – also known as accountability regime – assigns individual managers at a financial institution clearly defined areas of responsibility on a binding basis and holds them accountable for these under supervisory law. It adds a personal layer to the institution's own responsibility. The United Kingdom introduced it in 2016; comparable approaches exist in Ireland, Hong Kong, Singapore and Australia, in the EU through the banking directive CRD VI, and in Switzerland in the form of a legislative proposal.

From the institution to the individual

In Switzerland

On 6 June 2025, the Federal Council set out the key parameters for developing the too-big-to-fail framework and, on 12 August 2026, launched the consultation on amendments to the Banking Act. Alongside crisis management tools and adjustments to the Liquidity Ordinance, the package expressly provides for the introduction of a senior managers regime for banks. In concrete terms, banks will have to maintain two documents: an institution-wide overview of responsibilities and a personally signed statement of responsibilities for each manager. The Federal Council thereby intends to clarify who answers for which area: "Affected banks must define in a document who is responsible for which decisions. This creates a clear division of duties at senior management level and reinforces the personal responsibility of managers. In the event of breaches, either the banks themselves or [Swiss Financial Market Supervisory Authority] FINMA can take targeted action at the right level."¹ 

Boards of directors are already required today to keep minutes of their deliberations and resolutions, signed by the chair and by the person who took them (art. 713 para. 3 CO). Legal commentators classify the minutes of the board of directors as a document of criminal-law relevance, intended to clarify questions of responsibility. Current good practice is to record not only resolutions, but also lines of argument, reservations, dissenting opinions and recusals, and to attribute these to the individuals concerned. Under a regime of individual accountability, that recommendation becomes a necessity.

The burden of proof shifts. As long as the collective body bears responsibility, the minutes of resolutions take centre stage. Once responsibility is assigned individually, three questions become relevant that plain minutes of resolutions do not answer:

• Did I have the information? Was the document sent to me in full and in good time, or only tabled during the meeting?
• Did I question it? Is my query documented, or does it live only in people's recollection?
• Did I object? Is my reservation recorded in the minutes, or in an email nobody can find any more?

^{1 Too-big-to-fail regulations: Federal Council launches consultation on amendments to Banking Act and Liquidity Ordinance. Press release of 12 August 2026.}

In Germany and Austria

Under German and Austrian stock corporation law, the burden of proving that due care was exercised already rests with the board member: it is not for the company to prove the breach of duty, it is for the board member to exculpate themselves (Germany: section 93(2) sentence 2 AktG; Austria: section 84(2) öAktG). The business judgment rule² protects entrepreneurial decisions only when they were taken on the basis of appropriate information – and that is precisely the point that must be demonstrated in case of doubt.

A second layer applies under supervisory law. The European banking directive Capital Requirements Directive VI (CRD VI) requires stricter and broader assessments for members of management bodies and, for the first time formally, for key function holders at banks. The aim is to harmonise personal integrity and professional competence at management level across Europe:

• Germany: on 29 January 2026, the Bundestag passed the act transposing the Banking Directive Implementation and Bureaucracy Relief Act (BRUBEG). It extends the group of accountable individuals to key functions such as the heads of the internal control functions or the head of finance. Going forward, this will require credit institutions to coordinate more closely between compliance, human resources and executive management.
• Austria: the draft amendment to the Austrian Banking Act (BWG) introduces, in section 39f, a statutory suitability requirement for key function holders. Credit institutions will have to carry out an internal suitability assessment before any appointment and remove the individual if the conditions cease to be met. The amendment is intended to oblige the Financial Market Authority (FMA) to actively monitor compliance at all credit institutions.

CRD VI shows substantive parallels with the United Kingdom's Senior Managers and Certification Regime (SM&CR). The SM&CR has applied to banks since 2016 and to regulated insurers since 2018. Both CRD VI and the SM&CR require banks to produce a documented description of the roles and duties of the individuals responsible, together with an institution-wide mapping of responsibilities. Both also treat an individual as having breached their duties if a problem arises in their area of responsibility and they failed to take all reasonably expected steps to prevent or contain it. This individual accountability shifts the emphasis onto a single question: can you evidence your own conduct?

^{2 The business judgment rule provides that members of management are not liable for the adverse consequences of entrepreneurial decisions where the decision was taken to the best of their knowledge and belief.}

What individual accountability means for board and committee work

Across the DACH region, a consistent pattern is emerging in financial markets: members of governing bodies and key function holders must take personal responsibility for their actions. If it comes to it, they must demonstrate that they acted to the best of their knowledge and belief. What matters is the ability to evidence this: can it be reconstructed on what basis a decision was taken? Who held which information, who objected, who abstained, when a point was followed up. Traceability is therefore not a by-product. It is the manager's own means of proof.

The point is not to document more, but to document in a way that holds up. Four characteristics make the difference:

1. Immutability. A resolution that can be edited after the fact carries little evidential weight. Audit-proof storage means that minutes and the associated documents are preserved in the state in which the governing body approved them, with a timestamp and without silent alteration.
2. Version control. Board and committee papers are rarely written in a single draft. What counts is not the final version, but the one the members had at the time of the decision. Keeping versions distinguishable makes it possible to show years later what a resolution rested on.
3. Access rights. Who received which information forms part of the evidence. Role-based rights substantiate an individual's state of knowledge.
4. Retrievability over time. Supervisory audits regularly concern matters going back years. By then, participants have left the organisation, systems have been replaced, mailboxes emptied. Documentation must outlast such changes, not merely satisfy the retention period.

These four points concern day-to-day board and committee work, not an additional compliance project. That is precisely where the leverage lies: institutions that already structure their meeting preparation and resolution records satisfy these requirements as a by-product.

Why this is an opportunity

A senior managers regime is readily perceived as a tightening of civil liability. That reading falls short. Clear responsibilities serve the interests of the manager first. They cannot be pursued for duties never assigned to them – whereas diffuse structures can expose them. The supervisory authority has expressly clarified that a well-informed, well-founded and rule-compliant decision is not sanctioned, even if it later proves disadvantageous. All the more reason to be able to demonstrate how a decision was reached.

The second gain concerns the quality of decisions. Anyone who expects to have to justify a resolution later on demands fuller papers. The supervisory authority describes this preventive effect as its actual objective: not more proceedings, but fewer grounds for opening them.

The third is practical. A robust decision trail speeds up internal audits and succession arrangements. It answers questions that today have to be searched for in file notes and mailboxes.

The practical starting point

The precise shape of the Swiss senior managers regime remains open; its direction does not. In Germany and Austria, the documentation of responsibilities is already in the spotlight. Institutions that only address their meeting records once the bill is settled are working backwards, because they then have to produce evidence for meetings that took place long ago.

It is simpler the other way round: whoever records the basis and course of a decision in their board and committee work from the outset will have nothing to reconstruct later. With Fabasoft Boards, you manage the entire cycle of board and committee work digitally, from meeting preparation through to the follow-up tasks arising from the minutes. Every access and every change is version-controlled and stored in audit-proof form. In this way you already capture today what your decisions are based on.