Remuneration Policy Bank Insinger de Beaufort N.V

Remuneration Policy Bank Insinger de Beaufort N.V. ___________________________________________________ Introduction Insinger de Beaufort N.V. (Insing...
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Remuneration Policy Bank Insinger de Beaufort N.V. ___________________________________________________ Introduction

Insinger de Beaufort N.V. (Insinger) pursues a careful, restrained and sustainable remuneration policy that complies with the relevant statutory requirements. The remuneration policy and the monitoring of that policy aim at preventing and fighting unwanted and ill-advised incentives in the remuneration of our staff. Its remuneration policy enables Insinger to attract, inspire and retain talents. In addition, the policy leaves room for responding to client interests and market developments.

Basic Principles Remuneration Policy Insinger’s Board of Directors (BD), Supervisory Board (SB) and the Works Council (OR) have approved the remuneration policy and are responsible for enforcing, supervising and implementing this policy. The Remuneration Policy incorporates the requirements set by the Financial Undertakings (Remuneration Policy) Act, the Restrained Remuneration Policy Regulations (Financial Supervision Act) 2014, CRD IV and AIFMD. Where the remuneration policy refers to the BD the policy as well as any adjustments should be approved not only by the SB but also by the general shareholders meeting (GSM). The OR will be given the opportunity to determine and present its views to the GSM.

The Remuneration Policy rests on the following basic principles;  Insinger’s salary structure is based on a system of flexible terms of employment;  Insinger does not have salary scales;  Its remuneration policy enables Insinger to attract and retain top talents;  Out-performance is rewarded;  Insinger has a differentiated remuneration plan;  Individual bonuses are conditional on the performance of staff members, teams and the results of Insinger and BNP Paribas Wealth Management and the BNP Paribas Group;  Performance indicators are based on compliance, quantitative and qualitative targets;  The amount of the bonus pool is conditional on the operating result before taxes as confirmed (determined) by the BD, subject to the approval of the SB;  Performance criteria do not contain any stimuli to take irresponsible risks;  Variable remuneration awarded in principle if Insinger makes a profit;  The variable remuneration including the deferred portion will be paid or acquired definitively only insofar as allowed by Insinger’s financial situation;  The size of the variable remuneration of individual staff, including Identified Staff, is in principle 100% maximum of the fixed remuneration;  The bonuses awarded to the entire staff are discretionary and the total bonus amount paid to all staff of Insinger will be 20% maximum of the annual fixed remuneration;

Remuneration Policy Bank Insinger de Beaufort N.V.

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Insinger will ensure that the total variable remuneration does not restrict its possibilities for reinforcing the qualifying capital, the solvency margin or equity capital where necessary.

Scope and Governance The SB takes advice from the Remuneration Committee (REMCO) on the remuneration policy. The REMCO is a sub-committee of the SB, which has delegated part of its powers to REMCO. The bylaws of REMCO lay down the composition of the REMCO and the delegated powers. Insinger’s SB is responsible for enforcing the remuneration policy and also monitors the correct implementation of the remuneration policy for Identified Staff. Identified Staff include members of the BD and all members of staff whose professional activities have a material impact on the risk profile of Insinger. The Identified Staff have been selected by the Analysis Identified Staff and include at least the positions designated by the DNB and ECB as Identified Staff. Identified Staff are subject to stricter requirements regarding the award and payment of variable remuneration than other staff. For that reason, several provisions of the Remuneration Policy apply to Identified Staff only. The application of the Remuneration Policy to Identified Staff is subject to a central and independent review at least once a year to evaluate the policy against the policy and procedures for remuneration applied by Insinger’s SB. Every year Insinger’s SB discusses with the BD the highest variable remuneration of staff. The SB supervises that the BD will ensure that the variable remuneration of staff is in line with the Remuneration Policy. Decision-Making and Award Variable Remuneration Variable remunerations are awarded in a discretionary manner. The variable remuneration for the entire staff (Bonus Pool) is based on a combination of the performance of the Staff Member, the department and the results of Insinger and BNP Paribas as a whole. In assessing individual performance both financial and non-financial criteria are applied, including:  The extent to which the targets set in the appraisal have been realised;  The Staff Member’s contribution to the team performance;  Special achievements;  The Staff Member’s integrity;  The nature and extent of operational incidents;  The extent to which a Staff Member has taken unacceptable risks;  The degree of compliance with internal and external rules. The individual proposals from the managers for variable remuneration for Identified Staff will be discussed at BD level, considering both the individual award and the mutual context. In assessing performance, the BD will ensure that corrections will be made, if applicable, for all types of current and future risks and will allow for the costs of the capital used and the costs of the liquid assets required.

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The Head of Human Resources will oversee the entire process and is involved in the discussion by the BD. The SB will approve the bonus allocation with due observance of REMCO’s recommendations. Payment Variable Remuneration Identified Staff Variable remunerations awarded to Identified Staff are partly conditional and deferred and partly unconditional. The higher the bonus the bigger the deferred portion. The deferred portion varies from 40% to 60% of the highest bonus. Half of both the conditional and the unconditional variable remuneration will be made in financial instruments, and half in cash. The variable remuneration will be paid in eight instalments over a period of three years and nine months following the year in which the variable remuneration was awarded. The deferred portion will become unconditional and be paid on a pro rata basis if the criteria set have been fulfilled. The conditions are that the business unit, division and the financial performance targets of the BNP Paribas Group have been realised and that at the time of payment the behavioural criteria are met. Thus for Identified Staff each part of the bonus’ becoming unconditional is conditional on the realisation of the targets set at the time of award and based on the profitability of the business unit and/or the division and/or the group as a whole. The structure’s design aims at raising awareness of the impact that activities in a specific year may have on the results and at aligning individual performance to the bank’s strategy and interests. If the conditions are not met, the deferred bonus will not be acquired. In accordance with the law and regulations both the deferred and the non-deferred portions will be paid as follows: one half in cash and the other half based on the price of the BNP Paribas share to be paid in cash by the end of the deferred period. The purpose of indexation of the share price is twofold: aligning the interest of the recipients and those of the shareholders, and ensuring their involvement in the bank’s current results. This is in line with the nature and risks of activities of the Staff Member. The total variable remuneration to Identified Staff over a specific remuneration year will be substantially reduced overall in the event of poor or negative financial performance of Insinger, BNP Paribas Wealth Management, the BNP Paribas division and the BNP Paribas group. Upon the discharge of a Staff Member on account of misconduct, in particular regarding breaches of risk management or ethical rules, deceit or actions arising from disruptions of the conditions on which previously bonuses were awarded, all rights to deferred or paid portions of bonuses will lapse.

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Payment of Variable Remuneration to Non-Identified Staff1 In principle full payment of variable remuneration of Staff Members not being Identified Staff will be made in cash immediately and unconditionally, unless the variable remuneration exceeds EUR 50,000. If the variable remuneration exceeds EUR 50,000 gross, payment will be made as follows: > EUR 50,000 but < EUR 100,000 Two payments: EUR 50,000 in March and the remainder in December of the same year > EUR 100,000 Two payments: 50% in March and the remainder in December of the same year Malus Scheme: Claiming Back Remuneration Already Awarded The BD has the right to adjust the previously awarded conditional variable remuneration (both cash and instruments) to a fitting amount if payment of the variable remuneration would be unacceptable by the standards of reasonableness and fairness. Up to 100% of the total variable remuneration (both cash and instruments) are subject to malus schemes. In doing so the BD applies the following criteria:  The outcome of the ex-post risk analysis;  Evidence of misconduct or material errors by the Staff Member such as conduct violating compliance or integrity;  A significant fall in Insinger’s financial performance due to the Staff Member’s actions that affect the circumstances as appraised at the time when the variable remuneration was awarded to the Staff Member (both individual achievements as well as the financial performance over the relevant year will be reviewed);  Any changes in laws and regulations that will have a significant adverse impact on Insinger’s financial position. Three months before the deferred variable remuneration becomes unconditional Risk Management will carry out an ex-post risk analysis, considering the actual outcome of the risks taken by Identified Staff and reassessing the targets realised. Risk Management will report to Human Resources and the BD on the outcome of this analysis. The results provide input for the application of a fairness test and malus scheme to the conditionally awarded remuneration. No later than within one month before the deferred variable remuneration becomes unconditional a so-called fairness test will be carried out using the outcome of the ex-post risk analysis. Any adverse particulars may result in the conditional bonus being adjusted downwards. Clawback: Reclaiming Variable Remuneration Already Paid Following approval by the SB the BD has the right to reclaim in whole or in part any variable remunerations already made if:  Payment has been made further to inaccurate information about the targets underlying the variable remuneration or circumstances on which the variable remuneration has been made conditional; 1

Applicable only to staff employed in the Netherlands. In Great Britain the variable remuneration is paid in full in March.

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  

The remuneration has been awarded and paid further to negligent actions of the (former) Staff Member; or The remuneration has been awarded and paid further to fraudulent actions by the (former) Staff Member; The remuneration has been paid contrary to the Remuneration Policy, the AIFMD and / or ESMA Guidelines.

Remuneration Identified Staff for 2014 The table below shows the remuneration awarded and paid to Identified Staff, classified by BD and other Identified Staff.

Total BD (3) Total other Identified Staff (7)

Bonus awarded for 2013 Salary paid Paid in 2014 2014 260,750 880,135 659,133 1,399,312

Total BD (3) Total other Identified Staff (7)

Bonus unconditional Bonus awarded paid deferred for 2014 2015 in cash 254,000 165,000 44,500 677,158 414,322 131,418

Payment upon employment New payments Number of recipients

Amount

Payment upon exit New payments Number of recipients

Amount

Deferred shares 44,500 131,418

0 0

0 0

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