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62     Corporate Governance Statement                                                                                                                                                                                               63








                                                                                                                                                                                                                                          Contents
                                                                                                                                                                                                                                          Contents

               ∞ ensuring that a Conflict of Interest                                                                                                  Policy Detail                              according to set personal objectives and
                                                                                                                                                                                                  behavioural expectations. Performance
               Policy is in place and is always                                                                                                                                                   is assessed through the Bank’s
               adhered to;                                                                                                                                                                                                                Strategic Report
                                                                                                                                                       Remuneration Components                    performance management process
                                                                                                                                                                                                  (ROMP) and is reviewed when making
               ∞ subjecting the implementation of the                                                                                                  Remuneration consists of two elements:     individual rewards.
               remuneration policy to central and                                                                                                      fixed and variable payments.
               independent internal review from the                                                                                                                                               Performance-related remuneration is
               Compliance function at least annually;                                                                                                  a)  Fixed Remuneration:
                                                                                                                                                                                                  paid as cash via payroll and subject to
                                                                                                                                                                                                  tax and National Insurance deductions.
               ∞ maintaining the view that all                                                                                                         The fixed element of remuneration is       The Bank does not operate shares or
               flexible remuneration schemes are                                                                                                       determined by the job performed, its level   share based instruments. The Senior
               discretionary and subject to the                                                                                                        of complexity and responsibility, the level of   Leadership Plan contains a four-year
               approval of the Performance &                                                                                                           expertise and experiences required, and the   deferred payment clause.
               Remuneration Committee;                                                                                                                 remuneration paid in the market for that                                           Corporate Governance Statement
                                                                                                                                                       type of job. It is assessed on appointment   ii  Long Term Incentive Plan (LTiP)
               ∞ having an independent Risk &                                                                                                          and is reviewed annually. Ad hoc reviews of   Until 2020, the Bank awarded LTiPs to
               Compliance function which has a direct                                                                                                  salary may occur if there is a major change   member of the Senior Management
               reporting line into the Risk Committee;    ∞ requiring its employees to undertake                                                       in responsibilities or benchmarking shows   team. The last LTiP was granted in 2019
                                                       not to use personal hedging strategies                                                          salary is significantly lower than market   and covers the performance period
               ∞ ensuring that total variable          or remuneration or liability-related                                                            rate. In all cases, any ad hoc review must be   2019 to 2021.
               remuneration does not limit the         contracts of insurance to undermine the                                                         supported with a business case.
               Bank’s ability to strengthen its capital   risk alignment effects embedded in the                                                                                                iii  Additional Bonus Schemes
               base by ensuring that all variable and   remuneration arrangements;                                                                     Non-Executive Directors are office holders   As part of the Bank’s attract and retain
               non-variable pay are linked to specific                                                                                                 who receive a fixed fee for their services,   strategy, Performance & Remuneration
               financial targets and are subject to     ∞ setting appropriate ratios between                                                           which is made up of a basic fee and an     Committee occasionally grant one-off
               the approval of the Performance &       fixed and variable components of total                                                          additional amount for chairing committees.   bonus awards. These are always linked
               Remuneration Committee who can          remuneration so that the fixed element                                                          They are not entitled to any elements of   to achievement of business plans and    Independent Auditor’s Report
               declare that all variable and non-      represents the highest proportion of the                                                        variable pay, or other employee benefits   are discretionary based on achievement
               variable pay will not be paid in the    total remuneration package;                                                                     such as pension provision. Their fees are   of pre-agreed objectives and criteria.
               event of a potential capital shortfall;                                                                                                 reviewed regularly in line with market
                                                       ∞ confirming that payments related to the                                                       benchmarking.                            Governance
               ∞ regularly reviewing the regulatory    early termination of a contract reflect
               capital levels at the Bank’s Risk       performance achieved over time and                                                              b) Variable Remuneration                 The Board of Directors has established
               Committee which includes the            are designed in a way that does not                                                                                                      a Performance & Remuneration
               Non-Executive Directors who sit on      reward failure;                                                                                 The Bank has a maximum fixed to variable   Committee, which:
               the Performance & Remuneration                                                                                                          remuneration ratio of 1:1, in line with
               Committee. The Performance &            ∞ the Bank will use the regulators’                                                             CRD V.                                     ∞ exercises independent judgment on
               Remuneration Committee members          remuneration principles in assessing                                                                                                       remuneration policies, practices and
               are therefore always aware of potential   its exposure to risks arising from its                                                        There are three schemes that make up       recommendations of the Executive;       Financial Statements
               capital issues;                         remuneration policy as part of the                                                              variable remuneration:
                                                       Internal Capital Adequacy Assessment                                                                                                       ∞ ensures compliance with this policy,
               ∞ ensuring that the allocation of variable   Process (ICAAP);                                                                           i  Annual Profit Share & Performance       regulations and statutory duties;
               remuneration components within the                                                                                                         Bonus schemes: The profit share/
               Bank also considers all types of current     ∞ applying the same overall principles to                                                     performance bonus structure is for all     ∞ advises on remuneration policies and
               and future risks, and assessments of    all directors and employees, regardless                                                            employees up to and including Executive   practices generally;
               financial performance used to calculate   of whether they meet the definition of                                                           Directors and comprises of three
               variable remuneration components        “Material Risk Takers” and/or “Code Staff”.                                                        schemes:                                ∞ provides specific recommendations on
               or pools of variable remuneration                                                                                                                                                  remuneration packages and other terms
               components are based principally        ∞ “Signing Bonus” “buy-out” and/or                                                                    ∞ Profit Share;                      of employment for executive directors;
               on profits;                             “golden handshake” are not routinely                                                                  ∞ Sales’ Bonus;
                                                       used and are always subject to Chief                                                                  ∞ Senior Leadership Plan.            ∞ considers the implications of         Notes to the Financial Statements
               ∞ ensuring its pension provision is in line   Executive Officer and Board approval.                                                                                                remuneration policy and practices on
               with its regulatory obligations under   All variable remuneration is subject to                                                            The purpose of these schemes is to      management risk, capital and liquidity.
               auto-enrolment as well as its business   malus and clawback for a period of                                                                motivate and reward high performers
               strategy and values;                    seven years from the date of award.                                                                who significantly contribute to
                                                                                                                                                          sustainable results and perform
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