Page 64 - CCB_Full-Annual-Report-2021
P. 64

64     Corporate Governance Statement                                                                                                                                                                                               65








                                                                                                                                                                                                                                          Contents
                                                                                                                                                                                                                                          Contents

            The Performance & Remuneration                               individual fixed or variable pay awards.                  Pensions                                 Malus and Clawback
            Committee is made up of Non-Executive                        These assessments can negatively or                       The Bank does not operate an occupational   Malus means the reduction and /or
            Directors and shareholder representatives.                   positively affect any award given.                        pension scheme. In order to comply with   cancellation of unpaid, unvested, or                         Strategic Report
            The Chief Executive Officer, Chief People                                                                              its regulatory requirement under auto-   unsettled variable amounts of remuneration
            Officer and General Counsel are attendees.                   Poor risk, compliance or conduct                          enrolment, the company contributes to    when a Trigger Event is discovered, and
            The full description of the Committee’s                      behaviours will affect the level of variable              employee’s personal pension schemes      the Board seeks to fulfil its fiduciary duty
            composition, tasks and authority are                         pay awarded to individuals. The CRO                       via a Group Personal Pension Plan with   to shareholders by invoking its discretion
            available in its Terms of Reference. The                     provides a report to the Performance &                    Royal London. Additionally, the Bank     to reduce and/or cancel a variable
            Bank’s Performance & Remuneration                            Remuneration Committee in Q1 each year                    does not offer or make any discretionary   remuneration amount.
            Committee meets a minimum of three                           detailing any specific concerns he/she has                pension benefits.
            times a year.                                                at individual, team and company level.                                                             Clawback means when incentive
                                                                         The CRO report also outlines current and                  Guaranteed Variable Remuneration         remuneration has already vested, been
            It is inbuilt to the remuneration review                     future risks, an assessment of the capital                                                         settled, paid, or otherwise made available,
            process that the Bank’s Risk and                             base of the firm and the impact these                     Signing-on or buy-out guaranteed variable   and a Trigger Event occurs which indicates                 Corporate Governance Statement
            Compliance function is able to provide                       have on the determining and payment of                    remuneration are given on the basis of:   an error in the calculation of an individual’s
            challenge to bonus and incentive payments                    variable pay. The CRO will recommend                                                               remuneration, and the Board seeks to
            where it feels individuals may be rewarded                   to Committee whether any adjustment                          ∞ being exceptional;                  fulfil its fiduciary duty to shareholders by
            for poor risk behaviours; this is achieved                   at either individual or company level is                                                           invoking its discretion to recoup all or part
            through the Chief Risk Officer’s (CRO)                       warranted in their opinion.                                  ∞ occur only in the context of hiring a new   of a variable remuneration amount.
            report to the Performance & Remuneration                                                                                  employee;
            Committee, inclusion of the CRO in                           The Committee is also presented with                                                               A Trigger Event includes but is not limited to:
            calibration and approval meetings, and the                   a financial performance report from                          ∞ made only where the Bank has a sound
            membership of the Chair of Risk on the                       the CFO to assist their deliberations                        and strong capital base;                ∞ a material misstatement of the financial
            Performance & Remuneration Committee.                        on variable pay awards, which details                                                                results resulting in an adjustment in the
                                                                         anticipated financial outturn.                               ∞ and are limited to the first year of service
            Control Function Remuneration                                                                                             unless approved by the Committee.       Bank’s audited accounts;
                                                                         The Committee reviews multi-year
            In line with SYSC 19D 3.18, the                              performance when considering                              The Bank does not routinely use early      ∞ in the case of awards which are subject                   Independent Auditor’s Report
            remuneration of senior officers in the Risk                  remuneration decisions, enabling it to                    termination or settlement payments.        to the achievement of performance
            and Compliance function is proposed by                       consider longer term performance and                      Where they are employed, they are in line   conditions, the assessment of any
            the Chief Executive Officer in liaison with                  post event risks. This is intended to ensure              with regulation and reflect loss of office   performance metric or condition
            Human Resources and is decided upon by                       that individuals are held to account for                  and/or redundancy payments. They do        based on error, or inaccurate or
            Performance & Remuneration Committee.                                                                                                                             misleading information;
                                                                         the long-term impact of their decisions                   not exceed the Bank’s variable pay cap.
                                                                         and actions and to ensure that they                       Previously awarded bonuses will only be
            Remuneration for senior officers within                      are not inappropriately rewarded for                      paid where an individual is deemed to be     ∞ the fact that any information used to
            Human Resources is decided upon by the                       short-term success. The Committee will                    a “good leaver” and their performance is   determine the quantum of a variable
            CEO with approval from Performance &                         apply adjustments to both previous and                    strong; post-event risk assessments will   remuneration amount based on
            Remuneration Committee.                                                                                                                                           error, or inaccurate or misleading
                                                                         current remuneration decisions to reflect                 apply. Settlement payments or “pay offs”   information; and/or
                                                                         multi-year performance (see malus and                     are not made in cases of poor conduct
            Performance assessment                                                                                                                                                                                                        Financial Statements
                                                                         clawback below).                                          or performance.
            All remuneration decisions are subject to                                                                                                                         ∞ action or conduct of an individual
                                                                                                                                                                              which, in the reasonable opinion of the
            assessment of performance at individual,                                                                                                                          Board/Performance & Remuneration
            business unit and company level (in                                                                                                                               Committee, amounts to serious
            line with the PRA rulebook 15.4, and                                                                                                                              misconduct or gross negligence;
            it should be noted that currently, the
            Bank has only one business unit). When                                                                                                                            ∞ events or behaviours of an individual or
            assessing performance, both financial and                                                                                                                         the existence of events attributable to an
            non-financial measures are considered,                                                                                                                            individual which led to the censure of the
            and to this end, clear behavioural criteria                                                                                                                       Bank, by a regulatory authority or have
            as well as qualitative and quantitative                                                                                                                           had a significant detrimental impact on
            measures are detailed in the specific                                                                                                                             the reputation of the Bank.                                 Notes to the Financial Statements
            variable pay schemes.

            Individual performance is assessed through
            the Bank’s performance review process
            (ROMP) and is considered when making
   59   60   61   62   63   64   65   66   67   68   69