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70  Corporate Governance Statement                                                                               71








                                                                                                                   Contents
                                                                                                                   Contents

 The choice of the performance metrics   and, as such, voluntarily operates under the
 applicable to the annual bonus scheme   code of conduct in relation to executive
 reflects the Board’s belief that any incentive   remuneration consulting in the UK.                               Strategic Report
 compensation should be appropriately   Deloitte has provided independent advice
 challenging and tied to the delivery of the   on matters under consideration by the
 defined financial and risk management   Performance & Remuneration Committee
 objectives, along with specific individual   including compliance with regulations,
 objectives. An element of deferral applies   advice on market trends and data,
 to the executive directors’ bonus scheme.  remuneration policy and implementation
 of remuneration arrangements, including
 The LTIP performance conditions   support in remuneration arrangements for
 were selected by the Performance &   departing Executives. The Performance
 Remuneration Committee on the basis   & Remuneration Committee is satisfied
 that they reward the delivery of long-term   that the advice it has received has been                             Corporate Governance Statement
 returns to shareholders and the Bank’s   objective and independent.
 financial growth and are consistent with
 the Bank’s objective of delivering specific   In addition, management received
 long-term value to shareholders. The LTIP   external advice, including market data and
 scheme was discontinued in 2020, with the   legal counsel, from a number of other
 last granted LTIP being for the performance   providers which is not considered to be
 period ending 2021. Where performance   material in assisting the Performance &
 measures are achieved for 2021, the LTIP   Remuneration Committee to consider
 award will vest in 2022 at a maximum of   Directors’ remuneration.
 20% base salary. The Executive bonus
 scheme was increased by 20% to a   Remuneration policy for other employees
 maximum of 50% in 2020, maintaining   The Bank’s approach to annual salary
 the variable remuneration package   reviews is consistent across the business
 for Executives.                                                                                                   Independent Auditor’s Report
 with consideration given to affordability,
 the level of experience, responsibility,   Element of   Purpose and Link   Operation  Maximum  Performance Targets
 The Performance & Remuneration   individual performance, and salary level in
 Committee operates the LTIP in   comparable companies.  Remuneration  to Strategy
 accordance with the plan rules, consistent   Fees    ∞ Reflects time     ∞ Cash fee paid    ∞ There is no     ∞ Non-executive
 with market practice, and retains discretion   Pension and benefits provided to all   commitments and   prescribed maximum   directors do
 over a number of areas relating to the   employees are broadly in line with the   responsibilities     ∞ Reviewed on an   annual increase. All   not participate
 operation and administration of the plan.  of each role  annual basis  increases are guided   in variable pay
 policy for Executive Directors, although the
 commencement of benefits may be subject     ∞ Reflects fees     ∞ NED fees are   by market rates and   elements
 Benefits offered to executive directors   to longer periods of eligibility at the start   considered and   the general increase
 apply from the commencement   of employment.   paid by financial   approved by the   for the executive
 of employment.               institutions of      Shareholders        director population
                              similar size,                                                                        Financial Statements
 Remuneration policy for      characteristics,     and Chairman         ∞ NEDs who chair
 Highest paid Director –   Non-Executive Directors
 2021 remuneration disclosure  and sector           ∞ Chairman fees    Board Committees
 All Non-Executive Directors are appointed   comparators  are approved by   receive an additional
 The total remuneration paid to the Bank’s   for an initial term of 36 months and may be   Performance &   responsibility
 highest paid Director for qualifying services   terminated by either party upon 3 months’   Remuneration   allowance of £6k
 as a Director in the period from 1 January   written notice. Non-Executive fees are set   Committee
 to 31 December 2021 is included in Note 11   in line with the policy in the table below.     ∞ The Senior
 to the financial statements.                                          Independent
 Non-Executive Directors are not eligible to                           Director receives
 participate in any of the benefits provided                           an additional
 Consideration by the Directors of matters   to employees or Executive Directors except
 relating to Directors’ Remuneration                                   responsibility
 for private medical insurance.                                        allowance of £6k                            Notes to the Financial Statements
 The Performance & Remuneration
 Committee engage Deloitte LLP (Deloitte)
 to provide independent advice on
 remuneration matters. Deloitte is a member
 of the Remuneration Consultants Group
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