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Remuneration Policy
1. Objective
The Remuneration Policy lays down guidelines in terms of remuneration which are consistent with, and promote a Gender neutral remuneration, a sound and efficient risk culture, and which does not encourage excessive risk taking.
The objective is also to ensure that the remuneration policy is in line with the bank’s business model, goals, values and long-term interests, including that the remuneration of the bank’s employees complies with current legislation in general, and legislation concerning the protection of the bank’s customers and investors in particular.
The policy is tailored to the size and complexity of the Bank’s organisation and its business model.
2. Related regulation
The Remuneration Policy is prepared in accordance with the Financial Business Act, the Executive order on remuneration for financial institutions and the CRD regulation.
3. Roles and responsibilities
Board of Directors
The Board of Directors shall ensure that the Remuneration Policy is explicitly approved at the General Meeting of the Bank.
The Board of Directors shall ensure that at least once a year the Executive Management reviews that the Bank’s remuneration is compliant with this Remuneration Policy.
The Board of Directors shall review the Remuneration Policy regularly and at least once a year in order to make sure that the Bank’s remuneration policy is always adapted to the development of the Bank.
The Board of Directors shall ensure that the Remuneration Policy does not compromise the independence of the Risk Officer nor the Compliance Officer, and thus the Bank shall only award these functions with variable remuneration by decision of the Board of Directors.
The Board of Directors shall set out the guidelines for the Executive Management’s control in this policy and who shall review reporting from the Executive Management. The Board of directors are responsible for the execution of the remuneration policy.
The Board of Directors must ensure that at least once a year a control is carried out of whether the Bank’s Remuneration policy is complied with. The Board of Directors shall set out the guidelines for the control, and the result thereof must be reported to the Board of Directors.
Employees who monitor compliance with the Remuneration policy shall be independent of the departments in the bank over which they monitor
Executive Management
The Executive Management shall ensure that the bank complies with the principles of the Remuneration Policy and thus implement the policy. The Executive Management shall ensure that the Remuneration Policy complies with all current legislation and regulation.
The Executive Management shall report on the remuneration to the Board of Directors according to the control principles set out by the Board of Directors in this policy.
4. Review frequency
This policy must be reviewed and updated minimum once a year.
5. Scope
The material risk takers of the bank and other employees are in-scope for this Remuneration Policy.
The Board keeps an updated list of the names of the persons currently holding roles applicable. The list shall be updated at least annually.
6. Remuneration
6.1 Remuneration definition and types of remuneration
The bank’s definition of remuneration includes contribution to a pension scheme and all other related remuneration accessories.
The types of remuneration offered are both fixed and variable incentive programmes.
6.2 Remuneration principles
The bank wishes to offer a competitive remuneration package to its employees, in order to attract and retain the very best talent suitable and required to execute the business model successfully.
The specific remuneration is agreed individually with each of the bank’s employees, considering the role, competencies, experience and performance.
The elements which may be used are both fixed and variable remuneration to material risk takers, including compliance, risk officers, the board of directors and the executive management. The same elements of fixed and variable remuneration may also be used for other employees based on the same principles as for material risk takers.
Variable remuneration shall be used to encourage and award contributions to the long-term and sustainable performance of the Bank, whether awarded in the form of shares, warrants, cash or others.
Awarding variable remuneration shall be based on both the general performance of the bank, the performance of the employee’s department and/or the personal performance of the employee. The personal performance evaluation, if applicable, shall be based on both the employee’s achieved results as well as the employee’s team behaviour and general behaviour towards the bank in terms of ability and willingness to cooperate, uphold the bank’s code of conduct and conformity with the bank’s procedures.
The bank can award severance pay in case it is deemed appropriate, however no more than equivalent to 24 months’ remuneration.
The bank shall not pay any on boarding fees unless in accordance with the executive order on remuneration policy in financial businesses sec. 13.
6.3 Board of Directors
The Board of Directors shall be remunerated with a fixed compensation which consist of the above mentioned elements and may be remunerated with variable remuneration which can consist of the above mentioned elements.
The variable remuneration cannot exceed 50% of the fixed remuneration.
Variable remuneration is always assigned within the limits in the Financial Business Act 77a, including sec. 77a, sub.sec. 1, no 1, and other relevant regulations. This covers the rules on deferred payments and claw back as specified in sec. 77a, sub.sec. 1, no 5 and claw back or cease payment according to sec. 77a, sub.sec. 4 and/or 5.
6.4 Executive Management
The Executive Management shall be remunerated with a fixed salary which consist of the above mentioned elements and may be remunerated with variable remuneration which can consist of the above mentioned elements.
The variable remuneration cannot exceed 50% of the fixed remuneration.
Variable remuneration is always assigned within the limits in the Financial Business Act §77a, including sec. 77a, sub.sec. 1, no 1, and other relevant regulations. This covers the rules on deferred payments and claw back as specified in sec. 77a, sub.sec. 1, no 5 and claw back or cease payment according to sec. 77a, sub.sec. 4 and/or 5.
6.5 Material risk takers besides BoD and Ex.Man.
Material risk takers may receive both fixed and variable remuneration. Variable remuneration shall consist of the above mentioned elements.
The variable remuneration for material risk takers can not exceed 100% of the fixed remuneration.
Upon approval from the shareholders of the bank at a general meeting the variable remuneration may be up to 200% of the fixed remuneration. The procedure for approval on a general meeting of variable remuneration over 100% and up to 200% of the fixed remuneration as described in the Financial Business Act sec. 77a, sub.sec. 1, no 3, a)-c) shall be observed in such cases. This includes approval by the general meeting with a qualified majority as described in sec. 77a, sub.sec. 1, no 3.
Variable remuneration is always assigned within the limits in the Financial Business Act § 77a, including sec. 77a, sub.sec. 1 no 2 and 3 and other relevant regulations. This covers the rules on deferred payments and claw back as specified in sec. 77a, sub.sec. 1, no 5 and claw back or cease payment according to sec. 77a, sub.sec. 4 and/or 5.
6.6 Employees in control functions
Employees in control functions may receive both fixed and variable remuneration. The variable remuneration component may not depend on the result in the department which the employee controls.
The variable remuneration cannot exceed 100 % of the fixed remuneration.
In order to ensure the independence of the Compliance Officer and the Risk Officer, these functions may only be rewarded with variable remuneration by decision of the Board of Directors.
6.7 Other employees
Other employees shall receive fixed remuneration incl. a contribution to a pension scheme.
It is at the Executive Management’s discretion to appoint a limited number of Key Employees and remunerate them with warrants and other variable remuneration as mentioned above in addition to their fixed remuneration.
7. Publication
This remuneration policy shall be publicly available on the bank’s website.
8. Reporting
The Executive Management
Annually, the Executive Management shall prepare relevant documentation to the Board of Directors in order for the Board of Directors to assess that paid remuneration complies with the Remuneration Policy and relevant legislation and regulation.
The annual reporting shall, as a minimum, include:
- Remuneration paid and committed to the management
- Remuneration paid and committed to employees who control the Bank’s limits of risk taking
- Remuneration paid and committed to the Risk Officer
- Remuneration paid and committed to the legal and compliance officer
Further, the reporting shall include a summary of the background for any variable remuneration awarded.
Chairman of the Board
The chairman of the Board of Directors shall, in the chairman’s annual report to the general meeting, include reporting on which remuneration has been awarded to the Executive Management and the Board of Directors for the previous year as well as the expected remuneration for the coming year.