Swift governance
Table of contents
Swift is a cooperative society under Belgian law and is owned and controlled by its shareholders. Swift shareholders elect a Board composed of 25 Directors who are appointed by the General Meeting of Shareholders upon proposals made by the Shareholders through the National Member Groups (NMGs).
Swift’s Board
Swift’s Board composition is designed to reflect usage of Swift messaging services, ensure Swift’s global relevance, support its international reach and uphold its strict neutrality. The Board of Directors is entrusted with the widest powers with respect to the governance and administration of the Company, provided that the Board of Directors acts within the framework of the Swift By-laws. The Board of Directors is responsible for setting out the general policy and strategy of the company, deciding on policy matters and exercising proper supervision and control. It meets at least four times a year.
Each nation’s usage of Swift’s messaging services determines both Swift shareholding allocations and the number of Board Directors that each nation is entitled to.
Swift shareholdings are determined by a set formula, and the nomination process and the composition of the Board follow rules set out in Swift’s by-laws. Shares are reallocated based on the financial contribution of shareholders for network-based services. This ensures that the composition of the Board reflects Swift’s shareholders around the world. Depending on a nation’s shareholder ranking, it may propose one or two Directors to the Board or join other nations to collectively propose a Director.
- For each of the first six nations ranked by number of shares, the shareholders of each nation may collectively propose two Directors for election. The number of Directors proposed in this way must not exceed 12.
- For each of the ten following nations ranked by number of shares, the shareholders of each nation may collectively propose one Director for election. The number of Directors proposed in this way must not exceed 10.
- The shareholders of those nations which do not qualify under 1. or 2. above may join the shareholders of one or more other nations to propose a Director for election. The number of Directors proposed in this way must not exceed 3.
Once the proposed Director nominees have been vetted, they are elected as Board Directors by Swift shareholders at the Annual General Meeting for a renewable three-year term. Every year the Board elects a Chair and a Deputy Chair from among its members.
Director remuneration
Members of the Board do not receive any remuneration from Swift. They are reimbursed for the travel costs incurred in the performance of their mandate.
National Member and User Groups
Swift’s National Member Groups and National User Groups help to provide a coherent global focus by ensuring a timely and accurate two-way flow of information between Swift and its users. The National Member Groups comprise all Swift shareholders from a nation, and propose candidates for election to the Swift Board of Directors. They act in a consultative capacity to the Board and Management, and serve the interests of their nations’ shareholders by coordinating their views. Each National Member Group is chaired by a representative who is elected by the Swift shareholders of that nation. National User Groups comprise all Swift users from a nation and act as a forum for planning and coordinating operational activities. Each National User Group is chaired by a representative who is a prime line of communication between the national user community and Swift.
Responsibilities
The Board is committed to ensuring that its governance practices are aligned with our business and shareholders’ needs and is key for Swift to be able to deliver on its purpose and strategy. The Board reviews its corporate governance practices on a regular basis in compliance with new laws and regulations and evolving stakeholder expectations. The Board has Board committees to assist the Board in the execution of its governance responsibilities. The Board has delegated the day to day management of the Company to the Chief Executive Officer (CEO), who chairs the Executive Committee.
Board committees
The Board has five governance committees. Each committee is comprised of a minimum of seven members and meets a minimum of four times a year. The main mission of the Board committees is to assist the Board in the execution of its governance responsibilities. They advise the Board on strategic, policy and risk matters.
The Audit and Finance Committee (AFC) assists the Board of Directors in fulfilling its Company-wide oversight responsibilities for the financial reporting process, the system of internal control, first line of defence control testing, the audit process (internal and external auditors), whistleblowing process and cases, and the Company's process for monitoring compliance with applicable laws, regulatory requirements and the Code of Conduct.
The Risk Committee (formerly the Franchise Risk Committee) assists the Board in its oversight of the Company’s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks.
The Human Resources Committee (HRC) ensures that policies and procedures operate to keep skilled human resources motivated and rewarded in support of the current and future demands of the business. It is also responsible for ensuring that Human Resources policies and practices reinforce the Company’s values of integrity, ethics and trust.
The Technology and Production Committee (TPC) provides advice and guidance on strategic matters associated with the technology, operational and security components related to Swift products and services. This committee also reviews and provides guidance for Swift's operational performance, and technology and security risks related to its products and services.
The Governance and Nomination Committee (GNC) oversees matters related to corporate governance, Board composition and Board effectiveness. The GNC plays a critical role in ensuring that the Company and the Board are well-governed and that Board members are able to effectively carry out their fiduciary responsibilities in line with corporate governance best practices.
Policies
Swift conducts its business on the principle of ethics, integrity and trust and similar to all Swift employees. Swift Board Directors are bound to the strictest compliance and ethical standards. Swift has also put in place conflict of interest, anti-bribery and corruption, and whistleblower procedures which are in line with best practice.
Conflict of Interest Policy
In accordance with governance best practices, the Board has adopted a standalone Conflict of Interest Policy ensuring that Directors are free from commercial and personal ties that could impair his/her ability to exercise proper supervision and guidance. In addition to the Conflict of Interest procedure required by Belgian Company law, Swift has adopted a specific procedure, should a conflict of interest arise on an item listed on the agenda for which the Board has to take a decision. The aim is to prevent that the Director (s)’s own interest prevails over the Company’s interest.
Code of Conduct
The Board also adheres to Swift’s Code of Conduct and related whistleblowing procedure set out the company’s expected legal and ethical standards and is based on the three core principles of ethics, integrity and trust. Following the code is mandatory and applies to everyone in the company, including Board members and employees. The code of conduct is available on our website here .
Other policies and procedures
The Code of Conduct is supplemented with a specific company-wide Anti-Corruption and Anti- Bribery Policy that comforms to the most stringent anti-corruption and anti-bribery laws and practices. Swift has also put in place stringent anti-bribery and corruption and whistleblower procedures which are in line with best practice.
Swift is also signatory to the United Nations Global Compact and published its statement on Modern Slavery in compliance with the UK Modern Slavery Act.
Audit process
Swift’s Chief Auditor has a dual reporting line: a direct functional reporting line to the Chair of the AFC and a direct administrative reporting line to the CEO. Given the sensitivity of external auditors performing consultancy work for management, the AFC annually reviews spending and trends related to external audit firms. To ensure objectivity, the mandates of the external auditors, as well as their remuneration, are approved by the AFC.
Two mandates for external audit
The Annual General Meeting of June 2021 approved the appointment of PwC as external financial auditor as proposed by the Board of Directors following a competitive tender. This was approved by the works’ council for a mandate of three years ending at the Annual General Meeting of 2024, covering 2021, 2022 and 2023. Their financial Audit Reports can be found in the 2022 Statutory and Consolidated Financial Statements.
Further to its appointment as external security auditor in 2020, in 2022 Deloitte reviewed and examined the adequacy and effectiveness of Swift’s controls in accordance with the ISAE 3000 standard. For the 2022 calendar year, Swift provided six standalone ISAE 3000 Type 2 reports for SwiftNet and FIN, selected on-premise Interface products, Alliance Lite2, T2S, ESMIG and AU-NPP. Each report includes Deloitte’s view on design adequacy and operating effectiveness of the control activities that help achieve the control objectives in the areas of risk management, security management, technology management, resilience and user communication (in line with Annex F of CPMI IOSCO’s Principles for Financial Market Infrastructures). This mandate ran until March 2023 and covered the 2020, 2021 and 2022 calendar years. On the recommendation of the Audit and Finance Committee, the Board has reappointed Deloitte as Swift’s external security auditor for another three-year period, covering 2023, 2024 and 2025.
