1. Purpose and background

Transcription

1 1 of Purpose and background 1.1 The objective of this is to set aligned and overarching principles and practices for the remuneration to the employees of Robur. As further detailed in this, Robur applies a total remuneration approach to compensation which includes fixed and Variable Remuneration, pension schemes and other benefits. Robur acknowledges the importance of well-balanced but different remuneration packages derived from business and local market needs, as well as the importance of compensation being consistent with and promoting sound and effective risk management not encouraging excessive risk-taking or counteracting the long term interests of Robur and the unit holders managed by Robur at any given time 1.2 Robur is committed to maintain robust remuneration arrangements that are in accordance with regulatory requirements including the regulations of the Swedish Financial Supervisory Authority. This policy provides the overarching framework for Robur in carrying out all efforts in this area. Furtherer, Robur is committed to fulfill applicable requirements on transparency in relation to its remuneration arrangements. Hence, information meeting the requirements set out in Appendix 1.2 will be published annually. 1.3 This covers Remuneration to all employees of Robur Terms related to this are defined in section Remuneration philosophy Total Remuneration approach 2.1 Robur offers competitive but not market leading compensation that is derived from business and local market need and which is set independently of gender, transgender identity or expression, ethnicity, religion or other belief, disability, sexual orientation or age. 2.2 Robur applies a total remuneration approach which aims to promote the work to attract and retain people with the ability, experience and skills to deliver the Robur s strategy, create an alignment between the rewards and risk exposure of, unit holders, shareholders and employees, counteract excessive risk-taking and incentivise employees to deliver sustainable performance, of Robur and the funds managed by Robur at any given time, that is consistent with strategic goals as well as healthy and effective risk management,

2 2 of 13 deliver remuneration that is affordable and appropriate in terms of value allocated to the unit holders, shareholders and employees, and encourage behaviour consistent with Robur s values and reflect Robur s dedication to service its customers. 2.3 Remuneration for his/her subordinates is a decision by each manager after consultation from HR. Any such decision must in turn be approved by his/her own superior (the so-called grandfather principle) and HR following applicable Governance structure in Robur. Fixed remuneration 2.4 Fixed remuneration constitutes the primary component of Remuneration. It reflects the nature and responsibility of the position held, individual employee performance and market conditions. 2.5 Fixed remuneration during a term of notice and any severance pay to the CEO s direct reports and employees with responsibilities within Asset Management must not exceed an amount corresponding to the sum of the agreed fixed salary at the time of notice including benefits in accordance with the employment agreement during the first 12 months and thereafter the agreed fixed salary for the following 12 months. The size of the severance pay should never be in contradiction to the principles stated in this policy. Variable Remuneration 2.6 Variable Remuneration is a component of Remuneration which aims to incentivise particular behaviours and desired results, create an alignment between the rewards and risk exposure to those of the unit holders, shareholders, and employees and provide motivation and foster a performance driven culture in Robur. 2.7 Variable Remuneration may only be granted as part of Robur s Variable Remuneration programs that are approved by the Board or otherwise explicitly stated in this. 2.8 Guaranteed Variable Remuneration shall always comply with the Group s remuneration philosophy and the specific requirement set out in this, and is only allowed in connection with new employment and if exceptional reasons apply in the form of sign-on remuneration and shall be paid during the first year of employment. 2.9 Robur does not apply Variable Remuneration containing discretionary pension benefits Variable Remuneration paid out on the basis of information which later turned out to be clearly erroneous or the result of fraudulent activities must be reclaimable for Robur. Head of HR must ensure that there are procedures for

3 3 of 13 how managers are to agree on such terms with the employee if said terms are not specified in the general terms for awarded Variable Remuneration. Balance between fixed remuneration and Variable Remuneration 2.11 If Remuneration includes a variable portion, there shall be an appropriate balance between the fixed and the variable portions. The fixed portion of the Remuneration must account for a sufficiently large portion of the total Remuneration so that it is possible to set any Variable Remuneration to zero Variable pay is maximized to 12 times fixed monthly salary for all staff categories if a lower ratio is not required by applicable Regulations. Severance payment and gratuities 2.13 Remuneration paid out in connection with the termination of employment must be in proportion to the employee s performance during the term of employment and must not reward unsound risk-taking Ancillary payments or benefits, such as gratuities, that are part of a general, non-discretionary recognition program and which pose no incentive effects in terms of risk assumption may be awarded subject to prior approval from Robur Remuneration Committee. Risk analysis 2.16 When adopting the above Remuneration approach and this, the following aspects have been considered: Robur conducts extensive asset management operations directed to both private and corporate clients. Sound risk-taking is part of Robur s business strategy. Competitive Remuneration systems are an important part of Robur s efforts to attract, retain and motivate the most skilled staff possible. On one hand, there is a risk that Variable Remuneration for employees leads to disproportionate risk-taking. On the other hand, Variable Remuneration serves as an important incentive to realise the business strategy of Robur, and to stimulate employees to make efforts to strengthen the longterm value of Robur and its funds managed by Robur at any given time. 3. Variable Remuneration programs 3.1 The Board annually decides on the Variable Remuneration programs and the detailed terms that will be applied as well as the basis for participation in such programs. No other Variable Remuneration arrangements are allowed if not explicitly stated in this policy. The programs shall comply with the Remuneration philosophy reflected in section 2 above and the specific requirements set out below. A decision on a Variable Remuneration program will always be preceded by a risk analysis provided by the Risk Functions (Operational Risk and Investor Risk)..

4 4 of 13 Overall performance criteria, Risk and Capital 3.2 The total Variable Remuneration payable by Robur must not be of such size that it may affect the Robur s ability to maintain a sufficient capital base or, as needed, to reinforce the capital base. The Chief Financial Officer will provide an annual assessment to this effect in conjunction with the adoption of Variable Remuneration programs and the pay-out thereof. 3.3 Variable Remuneration will be based on relevant, predetermined and measurable criteria, set with the purpose of increasing the long-term value of Robur and the funds managed by Robur at any given time unit holders. Consequently, it shall be considered how Remuneration may affect the profit of Robur and the funds managed by Robur at any given time from a long-term perspective. The term measurable means that it shall be possible to evaluate the degree to which the criteria have been fulfilled afterwards. A multiple-year perspective shall be applied to ensure long term sustainability of profits considering underlying business cycles and risks at the time of pay-out also. Individual performance criteria 3.4 On an individual employee basis, Variable Remuneration will be based on employee s performance assessed against performance criteria set at the beginning of each calendar year. The performance criteria on which the Variable Remuneration decision is based must be specified and documented as part of the Performance Development (PD), For each eligible employee, a maximum amount of Variable Remuneration shall be set at the beginning of each calendar year. As we strive for a value driven corporate culture, the personal performance criteria will include an element of Living the Values. Lack of compliance with external or internal regulation or deficiencies in risk management capabilities are such circumstances that will be considered as lack of performance in relation to Living the Values. Combined basis for Variable Remuneration 3.5 The overall performance criteria and the individual performance criteria shall be construed and applied in such a way that Variable Remuneration is based on Robur s and the funds managed by Robur at any given time overall performance as well as the individual s performance. Control functions staff 3.6 Any Variable Remuneration to employees in Control functions will be determined based on objectives set in the respective Control function, independently of the earnings in the business areas they oversee. Variable Remuneration composition and deferrals

5 5 of At least 40 percent of each employee s Variable Remuneration shall consist of shares in Swedbank AB (publ) or instruments tied to such shares and be deferred for at least three years. 3.8 For the CEO, the entire Variable Remuneration shall consist of shares in Swedbank AB (publ) or instruments tied to such shares and be deferred for at least three years 3.9 For employees who are Identified Staff or have been identified as Material Risk Takers and whose Variable Remuneration amounts to a Particularly High Amount, delivery of at least 60 percent of the Variable Remuneration shall be deferred for at least three years and consist of shares in the Swedbank AB (publ) or instruments tied to such shares The Particularly High Amount will be decided by the Board in retrospect of the relevant financial year when the aggregate amount of Variable Remuneration is known as well as individual allocations. Delivery and cancellation 3.11 Variable Remuneration will only be delivered provided that delivery is justified considering: (a) the financial health of Robur, the funds managed by Robur at any given time and the relevant business unit where the employee works. (b) the relevant employee s performance against the personal performance criteria referred to above in section 3.5. Further, Deferred Variable Remuneration may be cancelled during the deferral period for the aforementioned reasons. Identified Staff and Material Risk Takers 3.12 All Identified Staff and Material Risk Takers (i.e. MRTs) within Robur shall be identified on an individual basis. The categorization process shall be in line with the principles set out in Appendix Identified Staff and Material Risk Takers shall be made aware of the implications of their status.. It is the responsibility of the Head of HR to conduct the annual process to identify and document employees that have a material impact of Robur s, and/or the funds managed by Robur, risk profiles Any interpretation of the principles in Appendix 3.13 that reasonably could be interpreted as a deviation from those principles shall be documented in writing by the relevant employee s manager and approved by the manager s manager and Robur Remuneration Committee. The Head of HR maintains an up-to-date list of all Material Risk Takers. Other

6 6 of Employees may not use personal risk hedging strategies or insurances that aim to reduce or eliminate the effects of the deferred Variable Remuneration being adjusted or cancelled. 4. Governance and control etc. The Board 4.1 The Board has the overall responsibility to ensure that there are adequate routines in place for this to be implemented and enforced. The Board has appointed the Swedbank AB Remuneration Committee to (i) assist the Board in fulfilling its responsibility to ensure that Robur maintains, implements and provides proper disclosure of (a) formalized processes for decisions on remuneration of top executives and (b) a remuneration policy which is consistent with and promotes effective risk management and does not encourage excessive risk-taking, and (ii) review and prepare for decision by the Board remuneration matters that are to be decided by the Board. 4.2 The Remuneration Committee is a preparatory body that reports to the Board and submits recommendations to the Board for approval. The Board has appointed Swedbank AB Remuneration Committee to review and recommend to the Board for its approval inter alia: (a) Total amount of Variable Remuneration in any financial year. (b) Variable Remuneration programs and the implementation thereof such as general principles for participation, quarterly accruals, disbursement and potential cancellation of deferred Variable Remuneration (c) Maximum ratio of the variable components to the fixed components for all categories of staff eligible for Variable Remuneration and any exceptions to this ratio. (d) Particularly High Amount or any amendments there of (e) Amendments or exceptions to this. 4.3 The Board has appointed Robur Remuneration Committee to prepare board decisions regarding (a) Fixed rremuneration to the CEO. (b) Fixed remuneration to the direct reports of the CEO. (c) Fixed remuneration to employees who have overall responsibility for any of the internal control functions. Managerial responsibilities 4.4 Each manager is responsible for setting and following-up on individual performance criteria set in the PD-process for his/her direct reports that comply with sections above. Further, each responsible manager shall ensure that, within his/her area of responsibility, all employees receive information

7 7 of 13 about the criteria which form a basis for their Remuneration and about how their respective performance is assessed. 4.5 The Head of HR is responsible for leading the work to set and follow up on the implementation of common processes and standards. This includes the provision of structure in relation to setting Individual Performance Criteria and a process for follow-up (the PD-process). Furthermore it s the responsibility of the Head of HR to ensure that information of how Robur s and Remuneration systems comply with applicable legislation. 4.6 The Head of HR is responsible for leading the work to set and follow up on the implementation of common processes and standards to implement section 3 of this. This includes the development of Variable Remuneration programs (for Board approval) and the provision of a process to implement such programs. Measures to avoid conflicts of Interest 4.7 The Variable Remuneration program is designed, as far as possible, to avoid conflicts of interest. Depending on the structure of the Variable Remuneration portfolio managers who manage several funds may choose to prioritise one fund over another. To mitigate this, each participant is evaluated on all of its management assignments including Discretionary assignments. The Variable Remuneration is a component which aims to incentivise particular behaviours and desired results, create an alignment with unit holders. Portfolio managers may choose to either increase or decrease the risk level in the fund relative his/her risk mandate to affect the outcome of the Variable Remuneration. Besides the continuous monitoring of the risk level, Investor Risk review the risk utilization on a yearly basis to verify that the interests are aligned i.e. the unit holders and the portfolio managers. The Variable Remuneration is based on the participant s performance assessed against performance criteria set at the beginning of each calendar year. The performance criteria on which the Variable Remuneration decision is based must be specified and documented as part of the PD-process as mentioned section 3.4. The structure of Variable Remuneration program and outcome for the participants are followed up and monitored among other, from a conflicts of interest perspective. Control function reviews 4.8 The Compliance function will annually review compliance with this and ensure that an analysis of the terms and conditions from a compliance perspective is performed in conjunction with the adoption of a Variable Remuneration program.

8 8 of The Risk Function (Operational Risk and Investor Risk) will ensure that a risk analysis is performed in conjunction with the annual adoption of this and a Variable Remuneration program. The Risk Functions, is responsible for assessing risk management capabilities in relation to those employees who are part of such Variable Remuneration programs that are not directed to all employees. The Risk Functions will also review compliance with sections and 3.13 as well as pay-out statements in relation to the top earners of Variable Remuneration The control functions shall be independent from the business units they oversee and shall be ensured appropriate authority and resources to monitor and control the risks associated with Robur s remuneration structure. 5. General Provisions 5.1 This must be revised from time to time at the Board's discretion. 6. Definitions In this, the following concepts, terms and expressions are defined as stated below. : AB Remuneration: All remuneration and benefits to an employee (e.g., cash salary, other cash remunerations, shares or share-related instruments, pension provisions, severance pay and car benefits). Deferred: After the expiry of the Performance Year, allotment of the Gross Performance Amount may occur followed by a Share Amount deferral period of just over three years. The Group: Swedbank AB (publ) and its Subsidiaries at any given time. The Board: The board of AB Control functions: Group Risk Control functions, the Group Compliance function or where applicable the equivalent Robur control function. Material Risk Taker: An employee belonging to a category of employee s level whose professional activities have a material impact on the risk profile of Robur and the funds managed by Robur in any given time further specified in Appendix Identified Staff: Senior management and employees in the following categories of staff: 1 employees in strategic management positions, 2 employees responsible for control functions, 3 risk takers, and 4 employees whose total remuneration is equal to or exceeds the total remuneration to any of the members of senior management.

9 9 of 13 Variable Remuneration: Remuneration that is not fixed in advance to a particular amount or size. Allowances that are not (i) permanent and linked to the position/its responsibility (ii) predetermined, documented and transparent (iii) non-discretionary and non-revocable are defined as Variable Remuneration. In this context, Variable Remuneration does not include Remuneration Programs: Contains of two programs Eken and IP. Eken; In essence, Eken 2015 means that to the extent certain performance targets ( Performance Targets ) are achieved during the financial year 2015 ( Performance Year ) the participants in Eken 2015 ( Participant or Participants ) are awarded a variable remuneration in the beginning of 2016 ( Share Performance Amount ), which is intended to be allotted in the form of conditional, non-transferable rights ( Performance Rights ). Each Performance Right carries a right to receive in 2019, after the publication of the year-end report for IP; In essence, IP 2015 means that to the extent certain performance targets ( Performance Targets ) are achieved during the financial year 2015 (the Performance Year ) the participants in IP 2015 (the Participant or the Participants ) are allotted a variable remuneration in the beginning of 2016 (the Gross Performance Amount ), a part of which (the Share Performance Amount ) is intended to be allotted in the form of conditional, nontransferable rights ( Performance Rights ). Each Performance Right carries a right to receive in 2019, after the publication of the year-end report for For each Participant the Share Amount is, as main rule, 40 percent of such Participant s Gross Performance Amount. Particularly High Amount: The amount that is decided by the Board in connection with the establishment of the outcome of Variable Remuneration for a particular year.

10 10 of 13 Appendix 1.2 Content requirements for annual information At a minimum, the information shall contain the following data: 1. Information regarding how the is adopted, the underlying risk analysis used when developing the, and even data on the composition and mandate of the Remuneration Committee in relevant cases, information on external consultants who were hired in conjunction with the development of the, as well as the role of interested parties. 2. Information regarding the relationship between the profit and Remuneration. 3. Information giving a rough idea about how the Remuneration Programs was developed, including the criteria for profit assessment and risk adjustment, for deferred payment and for instances when ownership of deferred remuneration is transferred to the employee. 4. Information on the result criteria on which the entitlement to stocks, equity-related instruments, financial instruments or other Variable Remuneration is based. 5. The main parameters and reasons for Variable remuneration and other non-cash benefits, 6. Expensed total amount for Remuneration divided into businesses or equivalent profit centres. 7. Expensed total amount for Remuneration divided into the categories Robur Management Team, employees who can influence Robur s risk level, and other employees, in accordance with the: a) Earned Remuneration divided by both Variable remuneration and an indication of the number of individuals who received either fixed or Variable remuneration. b) Variable remuneration divided into cash, stocks, equity instruments and other financial instruments as well as other variable parts. c) Deferred remuneration indicating how large a portion of the Remuneration the employees will not have at their disposal. d) Promised, paid, and adjusted Remuneration, e) Severance pay and guaranteed Variable remuneration in connection with new hires, indicating how many individuals received severance pay and guaranteed remuneration.

11 11 of 13 f) Promised severance pay, indicating how many individuals are covered by such promises, as well as the highest individual severance pay promised.

12 Appendix 3.13 Material Risk Takers 12 of 13 If an employee doesn t meet the criteria for Identified Staff, the employee can be defined as a Material Risk Taker if he/she meet one or more of the criteria for MRT as described below. The European Commission has adopted the Regulatory Technical Standard (EU Regulation no 604/2014.) with respect to qualitative and appropriate quantitative criteria to identify categories of staff whose professional activities have a material impact on an institution s risk profile, so called Material Risk Takers 1. As a general principle, staff shall be identified as Material Risk Takers if they meet one or more of the criteria set out in the Regulatory Technical Standard (RTS). These include: - A set of 15 standard qualitative criteria related to the role and decision-making power of staff members (e.g. they are a member of the institution s management body, a senior manager, or they have the authority to commit significantly to the institution s credit risk exposures, etc.) - Standard quantitative criteria related to the level of total remuneration of the staff member concerned in absolute or relative terms. In this respect, staff not caught by any of the qualitative criteria should still be identified as Material Risk Takers if: o o their total remuneration exceeds EUR 500,000 per preceding financial year, they are included in the 0.3% of staff with the highest remuneration in the institution, or o their remuneration for the preceding year is equal or greater than the lowest total remuneration of senior management and other risk takers in that financial year HR, is responsible for the categorization process of Material Risk Takers meaning executing the following steps according to the process for annual categorisation of Material Risk Takers. Categorization of Material Risk Takers is conducted by HR in close collaboration with Compliance, Risk and with the relevant personnel/ functions with necessary knowledge in order to be able to assist in the process of identifying employees as described in the RTS. The Categorization Process is then conducted by HR. Any rebuttal of the presumption that the member of staff is a Material Risk Taker should be approved by Robur Remuneration Committee. Further, for members of staff with a total remuneration of EUR 500,000 or more, any rebuttal needs to be 1 For a detailed description of the Regulatory Technical Standard:

13 13 of 13 notified to the competent authority. For staff with a total remuneration of EUR 750,000 or more, or for staff included in the 0.3% of the highest earners, prior approval from the competent authorities is required. For staff with a total remuneration of EUR 1,000,000 or more, competent authorities need to inform the EBA of any intended approval before the decision is made. In each case, the burden of proof will rest squarely on the institutions