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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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