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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
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