questionnaire wants to know who is on our board and how it is composed

Board composition: names, roles and independence

Most lists want to know three things here: who sits on the board, what role each member has (executive or non-executive), and whether there are independent members. In the VSME basic module this comes back under the section on governance and organization, where questions are asked about the governance structure. For an SME, a brief summary usually suffices: number of board members, division of roles, and whether there is a supervisory board or similar oversight body. An extensive diversity policy or a separate remuneration committee is rarely expected in smaller enterprises, but the question about diversity within the board is coming up more and more often — how diverse is my management or board, what do I enter for the list goes into more detail on this.

Two sections are often requested separately and deserve a separate answer in the chain file. First: does the board have oversight of conflicts of interest, for example secondary positions or family ties within the company — this is part of is there a procedure for reporting conflicts of interest. Second: some customer portals ask about the identity of ultimate beneficial owners (UBOs) alongside the board composition itself. These are two different questions — the board is about who decides, UBO is about who is the economic owner — and they do not automatically belong in the same answer field.

Where this comes from: VSME and the Wwft

The question about board composition follows from the governance indicators of the EFRAG VSME standard, which was specifically drawn up for non-listed SMEs and therefore does not expect stock exchange requirements such as separate committees. If the same list also asks about UBOs or shareholder structure, the background of client due diligence from the Money Laundering and Terrorist Financing Prevention Act (Wwft) can often be seen there, which obliges banks and insurers to know the control structure of their business clients.