TEB REMUNERATION POLICY

Transcription

1 TEB REMUNERATION POLICY TEB Human Resurces / 11

2 Table f Cntents A/ Intrductin... 2 B/ Purpse... 3 C/ Scpe... 3 D/ Preparatin f the Remuneratin Plicy... 3 E/ Gvernance and administratin f the prcess Selectin & Cmpensatin Cmmittee (SECOM) and Bard f Directrs SECOM & Finance, Risk and Cmpliance Management Annual guidelines Delegatins Audit and Cntrl Human Resurces... 5 F/ Remuneratin Guidelines Cmpnents f remuneratin package Salary Increases Bnus Distributins... 7 G/ Remuneratin Plicy fr emplyees whse prfessinal activities have a significant impact n the risk prfile f the enterprise Grup f emplyees Payment fr Bnuses fr regulated emplyees... 9 H/ Severance payment fr Executives... 9 I/ Definitins J/ Abbreviatins A/ Intrductin 2 / 11

3 The new Banking Regulatin and Supervisin Agency (BRSA) Crprate Gvernance Principles became effective as f 1 st f January Fllwing this, the Bard f Directrs ( BD ) f Türk Eknmi Bankası A.Ş. (TEB), n the recmmendatin f its Selectin and Cmpensatin Cmmittee (SECOM) decided t revise the existing remuneratin plicy f TEB in accrdance with the Regulatin Amending the Regulatin n the Banks Crprate Gvernance Principles issued by BRSA. B/ Purpse The new Remuneratin Plicy ( RP ) fr TEB has been prepared in cmpliance with the cntent, structure and strategies f the Bank s activities, its lng-term targets and risk management structures and in cmpliance with the lcal regulatin. RP aims t prevent extreme risk taking and valuates the cntributins t the effective risk management. RP is intended t encurage TEB t maintain risks within the principles and parameters defined and apprved by its BD. The purpse f the RP is als t ensure that TEB can attract, mtivate and retain cmpetent and expert emplyees bth in cmmercial and cntrl functins that will help t fulfill its strategic bjectives. C/ Scpe This plicy prvides the basis t determine, establish and update the ttal remuneratin f TEB emplyees, TEB Executive Management and the Regulated Emplyees (whse prfessinal activities have significant impact n the risk prfile f the Bank). D/ Preparatin f the RP SECOM is respnsible fr the preparatin f RP n behalf f the BD and fr ensuring its cmpliance with lcal regulatins. Analysis and establishment f the rules f the RP will be cnducted by SECOM with the invlvement f Human Resurces (HR), Finance, Risk and Cmpliance Management. After SECOM s full review and acceptance, RP will be submitted t the BD fr apprval. RP is subject t annual review. E/ Gvernance and administratin f the prcess The preparatin and the applicatin f the RP invlve varius parties in the rganizatin f the Bank, with their particular functins and respnsibilities as explained belw: 1. SECOM and BD i. SECOM is respnsible fr the determinatin, mnitring and supervisin f the Bank s remuneratin implementatins n behalf f the BD. 3 / 11

4 Remuneratin guidelines and plicy (this dcument and its subsequent mdificatins) fr regulated emplyees are prpsed by TEB General Manager, after cnsulting HR, Finance, Risk and Cmpliance Management, t SECOM. SECOM is cmpsed f at least tw nn-executive Bard Members f TEB. TEB s General Manager and The Head f TEB HR Grup (wh is als the Secretary t SECOM) are the permanent attendees f SECOM. ii. The main duties and respnsibilities f SECOM are as fllws: Frmatin f a written RP which is in cmpliance with the BRSA Regulatin. Determinatin, mnitring and supervisin f remuneratin implementatins (including salaries, perfrmance bnuses, premiums, awards and fringe benefits). Annual submissin t the BD the prpsals with respect t RP and t the assessment f the implementatins under the risk management. Determinatin f the criteria fr the payments f perfrmance bnuses t the emplyees based n the bank s perfrmance, business line and/r functin s perfrmance and their individual perfrmances and annuncement f such criteria t the emplyees and regular review f such criteria accrding t the determined standards and special duty respnsibilities. The review, at least nce a year, f the criteria f the remuneratin inline with the perfrmance f the Bank and f the emplyees. The main purpse f such a review is t ensure that the RP des nt encurage excessive risk taking nr create cnflict f interest between the management and the cntrl systems. SECOM cnsiders the risk plicy and ther plicy dcuments f the Bank in rder t ensure the alignment f RP with the current rganizatin chart, reprting lines and separatin f duties. 2. SECOM & Finance, Risk and Cmpliance Management SECOM may cnsult Finance, Risk and Cmpliance fr advice abut the fllwing matters: i. Cmpliance f RP with the current regulatins and the prfessinal standards. ii. iii. iv. Adequacy f this RP and its implementatin with regard t the risk plicy f the Bank. Cnsistency f the variable remuneratin practices with the preservatin f an adequate level f equity capital. Other issues f expertise areas. 3. Annual guidelines SECOM, in accrdance with this RP, takes fllwing framewrk decisins n behalf f the BD: i. remuneratin prcess, including the level and parameters used t determine bnus pls fr related grup f emplyees, ii. payment rules (including rules gverning deferred payments). 4 / 11

5 4. Delegatins TEB s General Manager submit t SECOM the salary and bnus levels and strategies and all necessary infrmatin fr all TEB emplyees. The necessary infrmatin will justify the needs f TEB General Management t perfrm its missin and will include the parameters used t determine bnus pls fr the varius activities, methds f distributin, individual allcatin and payment. In line with general guidelines apprved by SECOM, individual allcatins are decided by i. SECOM fr Expatriates, Assistant General Managers and abve, ii. General Manager fr all Directrs, iii. Business and functin heads fr their wn staff, in cnsultatin with HR. 5. Audit and Cntrl SECOM is in charge f determining, bserving and auditing remuneratin issues f TEB n behalf f the BD. Regarding the remuneratin issues, the first level cntrl is under the respnsibility f HR. Cmpliance and Internal Cntrl Grup is in charge f cntrling whether the first level cntrl has been dne. Finance makes sure that what has been bked in the accunts cincides with what has been paid r deferred. Internal Audit is authrized t cntrl and review f the prcess t ensure that it cmplies with the actual facts and figures, with the guidelines and prcedures stipulated in this RP and t reprt t the Audit Cmmittee and t the BD. 6. HR: The Head f TEB HR Grup is respnsible fr the executin f the RP f the Bank. TEB HR Grup shall keep the General Manager and SECOM infrmed f any present and future required rganizatinal changes and advise f any regulatry changes during the annual maintenance f the plicy. HR is als required t reprt any deviatin cncerning decisins n fixed and/r variable remuneratins. F/ Remuneratin Guidelines 1. Cmpnents f remuneratin package The ttal remuneratin package f the Executive Management and ther staff members f the Bank cnsists f i. Fixed Remuneratin (cntractual) Fixed remuneratin is intended t reward cmpetence, experience, qualificatin level, as well as the level f invlvement in assigned tasks. 5 / 11

6 It is set n the basis f the market and the principle f internal cnsistency within TEB. Market salary surveys cnducted each year t adjust base salaries in rder t prvide external cnsistency and cmpetitiveness. ii. Variable Remuneratin Variable Remuneratin is intended t reward cllective and individual, quantitative and qualitative achievements measured n the basis f bserved perfrmance and individual assessments in the fullfillment f fixed bjectives. Variable remuneratin takes the frm f either annual discretinary bnus r Success & Sales Incentive. Annual discretinary bnus : The bnus pl is set n the basis f the prfitability f the Bank, the results generated by the activity and achievements and als the (lcal and/r prfessinal) sectr practices. The annual discretinary bnus des nt cnstitute a right and is set in a discretinary manner each year in accrdance with the RP fr the year in questin, the crprate gvernance guidelines, and based n the achievement f the qualitative and quantitative bjectives set in the annual individual perfrmance appraisals fr the year cncerned. Fr emplyees whse prfessinal activities have a significant impact n the risk prfile f the enterprise, the variable prtin f their remuneratin takes the frm f a bnus set in accrdance with specific prcedures (see pint G). Success & Sales Incentive system : Only the emplyees wh are in the scpe f Success & Sales Incentive system are entitled t get a remuneratin fr their target realizatins. Each year Success & Sales Incentive guideline is annunced t the related emplyees. Scpe f the incentive mdel, criteria and quantificatin f the mdel are mentined in it. iii. Sign-n bnuses Fr specific recruitment needs, cash bnuses granted t new hires can be charged t the bnus pl fr the fiscal year. The payment f these bnuses are t be decided by SECOM. These bnuses may include a reimbursement r clawback clause if the new hire leaves the enterprise the first year fllwing the hire date r desn t fulfill the cntractual targets. iv. Benefits TEB als prvides benefits fr the emplyees accrding t the lcal market practices, regulatins and specific business needs f the Bank. 2. Salary Increases 6 / 11

7 Salary increases can result frm : i. Cllective measures : Aiming t cmpensate inflatin and market value adjustments. Base Salary cllective increase rate is set in accrdance with the budget and the guidelines defined by SECOM in view f budgetary cnstraints, the ecnmic utlk (inflatin), legislatins r cntractual bligatins (general increases f a legal r cntractual nature) and the lcal market practices. In this cntext, the yearly salary review takes place in April. The prcess cnsists f an verall review ensuring a systematic duble check by business/functin management and the TEB HR Grup. ii. Individual measures : Aiming t reward prmtins r upgrades in respnsibilities, cmpetencies and experiences. The prmtinal increases are held twice a year (March and August). TEB HR administers the entire prcess. 3. Bnus Distributins i. Main principles The Bank, at its sle discretin, may grant bnuses t Executive Management and ther staff members, after the endrsement accrding t the prcedures described herein, based n individual perfrmances and cntributin t the achievement f the established gals and targets f the Bank. While the prfitability f the Bank is the main driver fr the bnus distributin decisin, this can nly be dne with the cnditin that established regulatry and internal risk mitigatin, liquidity and slvency rati targets f the Bank are respected in the relevant financial year. Payment f bnuses will nly be cnsidered if the Bank achieves 80% f the budgeted net prfit at the end f the financial year. ii. Quantificatin & Accrual Prcess The ttal amunt f annual bnus prvisin will be pre-apprved by SECOM and BD prir t the submissin f the annual accunts f the Bank t the General Sharehlders Meeting. BD, while apprving the bnus prvisin, will als cnsult SECOM n the current risk management perfrmance f the Bank, t make sure that these are in line with regulatry and internal guidelines. 7 / 11

8 During the year, in cnsultatin with HR, the Finance bks necessary prvisins fr bnuses in accrdance with the budget f the year. The bnus pls allcated t these activities and teams are distributed between the varius business lines and functins n the basis f a criteria adapted t the specific characteristics f each activity r team, which are defined annually and in any case must be based n: The results f the quantitative and qualitative perfrmance (including the creatin and develpment f lng-term cmpetitive advantages fr the Bank), the measurement f underlying risks, the market practices as well as the cmpetitin. Individual allcatins are made n basis f: The perfrmance f the Bank, The perfrmance f the business/functin, Individual perfrmance based n; a) pre-determined financial and / r nn financial perfrmance criteria, b) prfessinal behavir with regard t values, prfessinal cde f ethics and the Bank s prcedures, c) cntributin t risk management, including peratinal risk and d) the managerial behavir f the cncerned party, where applicable. Independently f any disciplinary prcedures, nn-cmpliance with applicable rules and prcedures, r blatant breaches f the prfessinal cde f ethics r ethical standards shall entail the reductin r cancellatin f the bnus. A variable remuneratin can nt be guaranteed The bnus pls f the emplyees f the risk, cntrl and cmpliance functins are determined independently f bnus pls fr the activities whse peratins they validate r verify. Emplyees transferred internally within TEB grup, wuld, in principle, benefit frm the perfrmance bnus as lng as they are eligible. Emplyees whse jb has been canceled r wh left the Bank are nt eligible t get bnus. Emplyees within the scpe f the sales / success incentive are nt elligible f perfrmance bnus. G/ RP fr emplyees whse prfessinal activities have a significant impact n the risk prfile f the enterprise (Regulated Emplyees) The activities are the activities which culd have a significant impact n the risk prfile f the Bank. 1. The fllwing grups f emplyees are cncerned: i. Regulated Emplyees (high risk takers) (Defered Cmpensatin Scheme DCS TU) 8 / 11

9 DCS+ TU : Senir Managers and ther emplyees whse activities culd have individually a material impact n the BNPP Grup's risk prfile. (BDs in Executin and CEO), DCS TU: All Capital market emplyees ii. Key Cntributrs (Retentin purpse) (Key Cntributrs Deferred Plan KCDP TU) KCDP TU : Key Cntributrs in the perfrmance f the Bank (1% f the ttal ppulatin). The criterin used t determine eligibility fr the Scheme is the amunt f ttal discretinnary bnus. Amng these ppulatins, emplyees whse activities d have a significant impact in the risk prfile f the Bank are identified each year by SECOM n the HR prpsal. Deferred Cmpensatin Schemes are annunced t regulated emplyees annually fllwing the apprval f SECOM. 2. Payment f the bnuses fr regulated emplyees: i. Deferred prtin / nn-deferred prtin : Bnuses cnsist f a nn-deferred prtin and a deferred prtin which are defined and paid under the terms and cnditins f each specific plan defined yearly. In case f dismissal fr miscnduct, particularly when emplyee s actin invlves the breach f risk cntrl rules, a breach f the ethics cde, dissimulatin r an actin which resulted in a distrtin f the cnditins under which bnuses previusly allcated were set, all rights t the deferred prtins f the previusly allcated bnuses are reduced r lst. Emplyees transferred internally within the TEB Grup, in principle, benefit frm the payment f the deferred prtin(s) as lng as the initially stipulated cnditins have been met. Excluding emplyees wh are eligible t get the severance payment accrding t the 4857 Labr law and 1475 Labr Law article 14, emplyees wh left the Bank lse all rights t the deferred prtins f the previusly allcated bnuses. ii. Principle f Prprtinality The annual terms and cnditins f applicatin f the general payment rules are defined each year in detail after cnsultatins with the HR, Finance, Risk and Cmpliance Grups by SECOM, and submitted t the BD. Eligible emplyees fr deferred plans are determined by SECOM each year. H/ Severance payment fr Executives As a principle, severance payment shall nt reward failure r bad perfrmance. Fr the members f BD, General Manager, Deputy General Manager and Assistant General Managers, the severance payments are t be apprved by SECOM. 9 / 11

10 I/ Definitins Fixed Remuneratin: The salary (r base pay) prvided t an emplyee as expressed in a given frequency, such as annual, mnthly. Variable Remuneratin: Variable Remuneratin paid in additin t fixed remuneratin as an incentive fr an emplyee t meet certain gals r bjectives Regulated Emplyee: Emplyees whse prfessinal activities have a significant impact n the risk prfile f the enterprise. Key Cntributrs: Emplyees whse recent perfrmance is recgnized as being key fr TEB J/ Abbreviatins TEB: Türk Eknmi Bankası A.Ş. BRSA: Banking Regulatin and Supervisin Agency RP: Remuneratin Plicy SECOM: Selectin and Cmpensatin Cmmittee HR: Human Resurces CIB: Crprate & Investment Banking DCS+TU : Deferred Cmpensatin Scheme Turkey Plus DCS TU : Deferred Cmpensatin Scheme Turkey 10 / 11

11 KCDP TU: Key Cntributrs Deferred Plan Turkey 11 / 11