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64  Corporate Governance Statement                                                                              65












 Remuneration Components  b. Variable Remuneration    • ensures compliance with this policy,   has one business unit). When assessing
                regulations and statutory duties;     performance, both financial and non-
 Remuneration consists of two elements:   The Bank has a maximum fixed to   financial measures are considered, and to
 fixed and variable payments.  variable remuneration ratio of 1:1, in line     • advises on remuneration policies and   this end, clear behavioural criteria as well
 with CRD V.    practices generally;
 a.  Fixed Remuneration:                              as qualitative and quantitative measures
 There are three schemes that make up     • provides specific recommendations on   are detailed in the specific variable
 The fixed element of remuneration   variable remuneration:  remuneration packages and other terms   pay schemes.
 at the Bank is determined by the job   of employment for executive directors;
 performed, its level of complexity and   i  Annual Profit Share & Performance   Individual performance is assessed through
 responsibility, the level of expertise   Bonus schemes:    • considers the implications of   the Bank’s performance review process
 and experiences required, and the   The profit share/performance bonus   remuneration policy and practices on   (ROMP) and is considered when making
 remuneration paid in the market for   structure is for all employees up to   management risk, capital and liquidity.  individual fixed or variable pay awards.
 that type of job. It is assessed on   and including Executive Directors and   The Performance & Remuneration   These assessments can negatively or
 appointment and is reviewed annually.   comprises of three schemes:  Committee is made up of non-executive   positively affect any award given.
 Ad hoc reviews of salary may occur if   directors and shareholder representatives.   Poor risk, compliance or conduct
 there is a major change in responsibilities     • Profit Share;  The Chief Executive Officer, Chief People   behaviours will affect the level of variable
 or benchmarking shows salary is     • Sales’ Bonus;  Officer and General Counsel are attendees.   pay given to individuals; the CRO provides
 significantly lower than market rate. In     • Senior Leadership Plan.  The full description of its composition,   a report to Performance & Remuneration
 all cases, any ad hoc review must be   The purpose of these schemes is to   tasks and authority are available in the   Committee (the Committee) in Q1 each year
 supported with a business case.
 motivate and reward high performers   Terms of Reference for the committee.   detailing any specific concerns he/she has
 Non-Executive Directors are office   who significantly contribute to   The Bank’s Performance & Remuneration   at individual, team and company level. The
 holders who receive a fixed fee for   sustainable results and perform   Committee meets a minimum of three   CRO report also outlines current and future
 their services, which is made up of a   according to set personal objectives   times a year.  risks, an assessment of the capital base of
 basic fee and an additional amount   and behavioural expectations.   It is inbuilt to the remuneration review   the firm and the impact these have on the
 for chairing committees. They are not   Performance is assessed through the   process that the Bank’s Risk and   determining and payment of variable pay.
 entitled to any elements of variable   bank’s Performance Management   Compliance function is able to provide   The CRO will recommend to Committee
 pay, or other employee benefits   process (ROMP) and is reviewed when   challenge to bonus and incentive payments   whether any adjustment at either individual
 such as pension provision. Their fees   making individual rewards.  where it feels individuals may be rewarded   or firm level is warranted in their opinion.
 are reviewed regularly in line with   Performance-related remuneration   for poor risk behaviours; this is achieved   The Committee is also presented with a
 market benchmarking.
 is paid as cash via payroll and subject   through the Chief Risk Officer’s (CRO)   financial performance report from the CFO
 to tax and National Insurance   report to the Performance & Remuneration   to assist their deliberations on variable
 deductions; the Bank does not   Committee, inclusion of the CRO in   pay awards, which details anticipated
 operate shares or share based   calibration and approval meetings, and the   financial outturn, including Prudent
 instruments. The Senior Leadership   membership of the Chair of Risk on the   Valuation Adjustment.
 Plan contains a four-year deferred   Performance & Remuneration Committee.  The Committee reviews multi-year
 payment clause.                                      performance when considering
              Control Function Remuneration
 ii  Additional Bonus Schemes                         remuneration decisions, enabling it to
              In line with SYSC 19D 3.18, the         consider longer term performance and
 As part of the Bank’s attract and   remuneration of senior officers in the Risk   post event risks. This is intended to ensure
 retain strategy, Performance   and Compliance function is proposed by   that individuals are held to account for
 & Remuneration Committee   the Chief Executive Officer in liaison with   the longer term impact of their decisions
 occasionally grant one-off bonus   Human Resources and is decided upon by   and actions and are not inappropriately
 schemes. These are always linked to   Performance & Remuneration Committee.  rewarded for short term success. The
 achievement of business plans and are                Committee will apply adjustments to
 discretionary based on achievement   Remuneration for senior officers within   both previous and current remuneration
 of pre-agreed objectives and criteria.  Human Resources is decided upon by the   decisions to reflect multi-year performance
              CEO with approval from Performance &
 Governance   Remuneration Committee.                 (see malus and clawback below).
 The Board of Directors has established   Performance assessment  Pensions
 a Performance & Remuneration                         The Bank does not operate an occupational
 Committee, which:  All remuneration decisions are subject to   pension scheme. The company does
              assessment of performance at individual,
   • exercises independent judgment on   business unit and company level (in line   however contribute to employee’s personal
 remuneration policies, practices and   with the PRA rulebook 15.4. it should   pension schemes via a Group Personal
 recommendations of the Executive;                    Pension Plan with Royal London.
              be noted that currently, the Bank only
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