GE CAPITAL SERVICES INDIA COMPENSATION POLICY

Transcription

1 GE CAPITAL SERVICES INDIA COMPENSATION POLICY Policy Owner Senior Vice President, Human Resources Policy Contact: Compensation & Benefits Leader, Page 1 of 13

2 Table of Contents 1. Policy Scope Purpose and Overview Principles of GECSI s Compensation Program Components of Compensation and Career Band Structure GECSI s Incentive Compensation Strategies Incentive Compensation Risk, Plan Design and Monitoring Regulatory Requirements Specific to Compensation Policy Management Reporting Policy Violations and Potential Disciplinary Actions Legal Disclaimer Policy Contact: Compensation & Benefits Leader, Page 2 of 13

3 1. Policy Scope 1.1 Applicability This (the Policy ) applies to all employees including Executive Directors of GE Capital Services India ( GECSI ). GECSI is a wholly owned subsidiary of General Electric Company ( GE or the Company ). This Policy, establishes the minimum standards for compensation policies and procedures for all GECSI employees and is as per the applicable provisions of the Companies Act, Effective Date This Policy, as revised, is effective. 2. Purpose and Overview This Policy describes the standards governing GECSI s compensation practices which are intended to be consistent with the safety and soundness of GECSI, and identify, measure, monitor and control incentive compensation arrangements so that such arrangements do not encourage excessive or imprudent risktaking. This Policy also defines: GECSI s compensation program design and strategy; Incentive compensation risk and GECSI s risk controls and monitoring processes; Employees whose activities may expose GECSI to material risk; When an employee s incentive compensation may require re-balancing; and GECSI s incentive compensation governance practices. 3. Principles of GECSI s Compensation Program GECSI s compensation program has been developed with the input of Risk Management and is supported by strong corporate governance including active and effective oversight by the GECC CompCo, where applicable. The key principles guiding the design of GECSI s compensation program are as follows: Performance: Rewards are linked to business and individual performance against both qualitative and quantitative goals and objects. GE Beliefs: Rewards are also linked to how employees go about their work or, more specifically, their demonstration of the GE Beliefs which are the behaviors we expect of our employees. Market Competitiveness: Reward opportunities are competitive with the external labor market in which the company competes. Policy Contact: Compensation & Benefits Leader, Page 3 of 13

4 Internal Equity: Reward opportunities are internally equitable, subject to the individual s experience, performance and other relevant factors. Prudent Risk: Rewards, particularly in the form of incentive compensation, must not encourage excessive risk and should be based in part on the long-term performance outcomes of risks taken. Risk should always be taken within approved policies, limits and GECSI s ability to effectively identify and manage such risk. The consistent application of these design principles enables GECSI to develop compensation programs that are reasonable, balanced and effectively attract, retain, motivate and engage employees who strive to achieve the mission, goals and objectives of GECSI in a way that is compatible with effective risk management controls. A robust performance review process is a critical element in all reward decisions. For more information, refer to the GECSI Performance Review Policy. GECSI is an equal opportunity employer and does not discriminate in its compensation decisions or any other employment action based on gender, race, color, national origin, age, religion, disability, veteran status, sexual orientation or any other characteristic protected under law. 4. Components of Compensation and Career Band Structure GECSI s compensation program includes the following components: 4.1 Base Salary All GECSI employees receive a base salary delivered via monthly payroll. The amount of base salary an employee receives is a function of many factors including but not limited to the size, scope and impact of their role, the market value of that role, and their own individual performance and contributions while in that role. A base salary amount is established and agreed to when an employee enters a new role and can later be adjusted through the annual salary review process. 4.2 Incentive Compensation GECSI employs multiple incentive compensation plan designs to cover the wide-ranging nature of roles throughout the organization. These plan designs fall into four primary types as follows: 4.2.a Annual Executive Incentive Plan ( AEIP ) one plan design covering all Executive Band (EB) and above employees. Each year the GECSI AEIP plan is funded based on an assessment of Company s overall performance and is designed to reward Executives for sustained financial and operating performance, effective risk management and overall leadership excellence. 4.2.b Variable Incentive Compensation ( VIC ) multiple plan designs covering a limited number of nonexecutive professionals and all incentive eligible employees. Participants in these plans typically perform operational roles (e.g. collectors) or other such non-control Function. Awards are most often determined based on specific operating metrics with formulaic payouts that do not incentivize excessive risk taking. Policy Contact: Compensation & Benefits Leader, Page 4 of 13

5 4.2.c Sales Incentive Compensation ( SIC ) multiple plan designs, predominately formulaic, covering nonexecutive sales representatives and EBs in direct sales roles. Note: EBs in sales leadership roles (i.e. the focus of the role is on leading a sales organization vs. direct selling) participate in the AEIP plan. When followed properly, GECSI s deal review processes and risk management control framework preclude sales representatives, either individually or in the aggregate, from exposing GECSI to excessive risk. Incentive compensation varies (positively and negatively) based on business results (including both financial and corporate governance results) as well as individual performance and therefore an employee is not entitled to participate in, or receive any particular amount under, GECSI s incentive compensation plans. 4.3 GE Equity Grants: All EB and above employees are eligible, at the Company s discretion, to receive annual equity grants as a part of their total compensation package based on individual performance and expected future contributions to the Company. Broad-based grants occur periodically at the discretion of the Company for selected high performing non-executive employees. Equity grants may be delivered in the form of stock options, restricted stock units or a combination of the two. All equity grants require the approval of GE Corporate and the GE MDCC based on initial recommendations provided by GECSI. The Company considers such grants to be a form of deferred incentive compensation since these awards are earned over a period of years following the grant. 4.4 Rewards & Recognition GECSI employs the following strategies to provide flexibility in recognizing employees for extraordinary performance over a given year, significant one-time contributions, or the achievement of a specific objective. 4.4.a Global recognition program: GE s global reward & recognition program enables the timely recognition of employees who make significant contributions to their business and/or demonstrate performance that is above and beyond expectations. All EB and below employees are eligible. Award levels range in size from USD $25 net to $5,000 net. Award levels are delivered in Indian Currency based on a purchasing power index. 4.5 Career Bands Eligibility for certain compensation and benefits programs is based on the following Career Band structure: Executives Professional / Training Administrative / Production - GE Company Officer - Senior Professional - Other Salaried - Senior Executive - Lead Professional - Hourly - Executive (EB) - Professional - Leadership Training 5. GECSI s Incentive Compensation Strategies This section details GECSI s incentive compensation strategies for Executives, Control Functions, Sales / Commercial roles and all other employees. 5.1 Incentive Compensation Strategy for Executives Policy Contact: Compensation & Benefits Leader, Page 5 of 13

6 Executive roles (i.e., EB and above) are those that by virtue of their scope have the opportunity to influence business operations and/or financial results in segments of GECSI or, in some cases, more broadly. Given the scope of these roles, Executive compensation is subject to review and approval by the GECC CompCo, and the GE MDCC, as applicable, which shall ensure that incentive compensation arrangements balance risk and financial results in a manner that does not encourage Executives to expose GECSI to imprudent risks. GECSI s Executive incentive compensation strategy aims to retain and reward leaders who create long-term value through sustained financial and operating performance, effective risk management, and leadership excellence. This emphasis on sustained performance over the long term is the hallmark of GECSI s Executive compensation program described here in further detail. 5.1.a Consistent Performance: GECSI s executive compensation program provides the greatest pay opportunity for Executives who demonstrate superior performance for sustained periods of time. The highest paid Executives are typically those who have served the Company for many years and held diverse positions with increasing levels of responsibility. The amount of their pay reflects the fact that they have consistently contributed, and are expected to continue to contribute, to the Company s success. This emphasis on consistent performance affects both their annual cash and equity-based incentives. Such awards are determined based on an assessment of an Executive s past performance and expected future contributions. As a result, year-over-year percentage increases or decreases in incentive compensation tend to be more gradual than in a framework focused solely on current year performance. 5.1.b Future Pay Opportunity Versus Current Pay: GECSI strives to provide an appropriate mix of compensation elements to achieve a balance between current versus long-term, deferred compensation, cash versus equity incentive compensation, and other features that cause the amounts ultimately received by Executives to appropriately reflect risk and risk outcomes. Cash payments primarily, but not exclusively, reward more recent performance. Equity awards encourage Executives to continue to deliver results over a longer period of time, and serve as a retention tool. GECSI believes an Executive s compensation should be more heavily weighted towards rewards based on the Company s sustained operating performance as well as GE s stock price performance over the long term. Further, the higher the Executive s Career Band the greater the emphasis should be placed on long-term rewards. 5.1.c Quantitative and Qualitative Factors: Except with respect to GE s LTPA program which is tied to achieving specific quantitative performance objectives, quantitative formulas are not exclusively used in determining the amount and mix of compensation. Instead, a broad range of quantitative and qualitative factors are evaluated to avoid excessive weight being placed on any one performance measure. These factors include, but are not necessarily limited to, reliability in delivering financial growth and operating targets, performance in the context of the economic environment relative to other companies, a track record of integrity, good judgment, the vision and ability to create further growth, the ability to lead others, and other considerations that cause the amounts ultimately received by Executives to appropriately reflect risk and risk outcomes. 5.1.d Consideration of Risk: GECSI s Executive compensation programs are balanced, focused on the long term and take into consideration the full range and duration of risks associated with an Executive s activities. Under this structure, the highest amount of compensation can be achieved through consistently superior performance within the limits of GECSI s stated risk appetite. Significant portions of incentive compensation are deferred or only earned over the longer term and, for certain employees, may be adjusted during the Policy Contact: Compensation & Benefits Leader, Page 6 of 13

7 vesting period for risk outcomes. This provides strong incentives for Executives to manage the Company for the long term and avoid excessive risk taking in the short term. 5.3 Incentive Compensation Strategy for Control Function Employees Strong and independent Control Functions are central to GECSI s strategy of ensuring the safety and soundness of its capital base as well as its compliance with laws and regulations. For the purposes of this Policy, GECSI defines Control Functions to include the following: Finance (incl. Controllership and Tax) Human Resources Information Technology Internal Audit Legal Regulatory & Compliance Risk Management Given the nature and mission of Control Functions, incentive compensation for Control Function employees must appropriately balance the need to enable short term business growth with long term financial health. All Control Function Executives participate in the AEIP plan. Non-executives in incentive compensation eligible Control Function roles participate in the VIC plan. To avoid potential conflicts of interest, both plans allow GECSI to reward Control Function employees for the performance of their functional mandate and are funded independently from all other incentive compensation pools. 5.3.a Incentive Compensation Principles Specific to Risk Management: For Risk Management professionals generally, the goal is to ensure that risks - credit, market, operational, strategic, reputational or otherwise - are identified, quantified and are either mitigated or appropriately approved/accepted by senior management and/or the Board of Directors. Risk Management professionals are also expected to maximize process efficiency while ensuring adequate controls exist. For GECSI s Risk Management employees with responsibility for new business underwriting, portfolio or asset management, there are five broad criteria against which their overall performance is assessed. The weighting or application of these criteria may vary by product, asset class, Career Band, business or geography and are as follows: 1) Compliance: Strict adherence to GECSI s approval and underwriting policies including, but not limited to, delegation of authority, anti-money laundering, Know Your Customer standards and GE s integrity policies. 2) Expertise: Quality of underwriting and/or portfolio analysis with the goal of ensuring that current and future risks are properly and clearly identified for decision makers and senior management, structural or other risk mitigating factors are identified and implemented, and appropriate measures are taken to protect and maximize value of portfolio assets as well as the prudent exercise of judgment. Policy Contact: Compensation & Benefits Leader, Page 7 of 13

8 3) External Focus: Understanding behavior of competitors, customers and market trends to facilitate identifying potential current and future portfolio, product or business issues. 4) Portfolio Management: Identification of potential current and future portfolio or individual asset risks ahead of when they might become problems (e.g. defaults, work-outs or losses), active management of portfolio to pre-empt problems, and loss mitigation in work-outs and restructurings as well as clear communication of portfolio issues to senior management. 5) Teamwork: Ability to work as part of a team to achieve overall business and risk goals. This includes sharing of best practices and lessons learned to enhance decision making and process efficiency, creating and fostering an open environment that encourages issues to be raised, and good relationships with customers as well as overall development of the risk organization. Compliance, audit and loan review results will be taken into account by management when assessing employee performance against the above criteria. To ensure unbiased objectivity and independence, GECSI s Risk Management employees with responsibility for new business underwriting, portfolio or asset management shall not be assessed or rewarded based up on any of the following factors: Deal volume or any such proxy; Deal approval rates or any such proxy; Reserve coverage. Efficiency measures such as decision cycle time may be appropriate performance metrics, but they are not appropriate if they are a proxy for measuring time to deal approval. 5.4 Incentive Compensation for Sales / Commercial Roles To ensure close alignment to business model, marketing strategy and product offering, responsibility for Sales Incentive Compensation (SIC) design resides with the C&B team. All SIC plans, including those covering EBs in direct-sales roles, must comply with all of the incentive compensation plan requirements and procedures outlined in this Policy. Businessess are instructed to develop formulaic SIC plans that reward sales representatives based on specific, quantitative metrics that are sensitive to risk. In businesses where sales are irregular and/or longcycle in nature, SIC plans may be less formulaic however rewards under these plans are based, in part, on a quantitative and qualitative assessment of risk. 5.5 Incentive Compensation Strategy for All Other Employees Outside of the designated Control Functions, non-executive roles (i.e. Senior Professional Career Band and below) are those that carry out the day-to-day operations of the business. By design, these roles are more tactical in nature and have limited ability to expose GECSI to material risk. These plans, which are typically Policy Contact: Compensation & Benefits Leader, Page 8 of 13

9 based on specific operational metrics, must comply with all of the incentive compensation plan requirements and procedures outlined in this Policy. 6. Incentive Compensation Risk, Plan Design and Monitoring 6.1 Incentive Compensation Risk Incentive Compensation Risk is the risk that such programs may encourage employees to expose GECSI to excessive risk in the interest of maximizing the firm s short-term gains and therefore their own incentive compensation. When properly balanced, incentives should motivate and reward plan participants for maximizing GECSI profits while taking prudent risk within GECSI s stated risk appetite and risk control framework. 6.2 Incentive Compensation Plan Requirements 6.2.a Plan Design Requirements: All GECSI incentive compensation plan designs will: Provide GECSI employees with incentives that appropriately balance risk and reward; Enable the risk performance adjustment process, when warranted; Support GECSI s risk management policies and key control mechanisms; and Be subject to the requirements and procedures of this Policy. 6.2.b Plan Documentation Requirements: All GECSI incentive compensation plans must be fully documented and include the following: Plan overview and participant eligibility requirements including plan acknowledgement; Plan funding and award calculation methodologies; Full terms and conditions including performance adjustment language; and Plan procedures and key control mechanisms. 6.2.c Participant Acknowledgement Requirement: Beginning with performance year 2013, C&B Team is required to provide, vis-à-vis an auditable process, all Professional Band and above incentive eligible employees with a copy of the plan document under which they may be considered eligible to earn an award. Beginning in performance year 2014, all Professional Band and above incentive eligible employees will be required, vis-à-vis an auditable process, to acknowledge receipt of the plan document under which they may be considered eligible to earn an award. Except where prohibited by local law or contract, an employee s failure to properly acknowledge receipt of the plan prior to the end of the first performance period for which they may be considered eligible to earn award, as defined by the plan, may nullify their eligibility to participate in the plan and/or earn an award under that plan. This incentive plan document delivery and acknowledgement process is intended to ensure that all plan participants including, but not limited to, Covered Employees are informed of GECSI s policy and practice to adjust incentive compensation awards for excessive risk, when warranted, as outlined in Section 7.3 below. The C&B team will be responsible for initiating and managing the incentive plan delivery and participant acknowledgement processes. The GECSI headquarters compensation team may conduct periodic audits to ensure compliance with these requirements. Policy Contact: Compensation & Benefits Leader, Page 9 of 13

10 6.3 Incentive Compensation Plan Design Review To ensure GECSI is not exposed to Incentive Compensation Risk, incentive compensation plans are subject to an annual review process designed to ensure the appropriateness of GECSI s incentive compensation practices. Within this process, incentive compensation plans are reviewed and approved by both the SVP-HR and CRO, or designee(s). These reviews may also include the compensation committee or supervisory board of a locally Regulated Entity. 6.4 Incentive Compensation Procedures for Pool Funding Each year, the GE Chairman & CEO and GE Senior Vice President, Human Resources determine the pool within the funding limits of the overall plans. C&B teams then are responsible for managing within their assigned pool funding limits. The GECC headquarters compensation team will monitor the planned incentive compensation spend of each business against its approved pool funding prior to payment of the annual incentive compensation awards. 6.5 Incentive Compensation Procedures for the Annual Planning Process GECSI s incentive compensation planning process begins with front-line managers providing initial award recommendations that are then put through successively higher management reviews. Incentive compensation award recommendations for certain employees, referred to internally as Reportables, are subject to higher levels of review and approval by GECC headquarters and/or GE Corporate. Reportables are defined as employees who meet either of the following criteria: All GECSI Executives irrespective of compensation level, and All non-executive employees earning USD $500,000 or more in total cash compensation (defined as base salary plus annualized target incentive compensation), and If not already captured above, any Control Function employee reporting directly into a Control Function Leader and/or any Audit Leader, Covered Employee or Code Staff Employee as defined in the EU member-state Appendices. Most, if not all, employees capable of exposing GECSI to material risk are included in the Reportables population. Should a non-reportable employee be identified as a Covered Employee within a given Regulated Entity, the compensation committee or supervisory board of that Regulated Entity shall review and approve such employee s recommended compensation actions. Incentive compensation award recommendations for GECSI Executives, either individually or in the aggregate, as applicable, are further subject to review and approval by GE Corporate Human Resources, GE Corporate functional leadership (similar to above), the GE Chairman & CEO and the GE MDCC. Policy Contact: Compensation & Benefits Leader, Page 10 of 13

11 C&B team is responsible for appropriately identifying and submitting for review any employee eligible for an incentive compensation award who meets the above criteria. 7. Regulatory Requirements Specific to Compensation 7.1 Covered Employees Covered Employees are broadly defined as those individuals and/or groups of individuals who, by definition of their roles and responsibilities, are capable of exposing GECSI to material risk. Because the criteria for identifying Covered Employees varies by country and regulatory jurisdiction, an appendix is attached to this document for each country detailing the criteria by which Covered Employees are identified. 7.2 Deferred Incentive Compensation Requirements for Covered Employees C&B team is responsible for actively monitoring regulatory developments with respect to deferral requirements and escalating any potential compliance gaps to the GECC C&B Leader for resolution. The GECC headquarters compensation team is responsible for identifying and/or developing any deferral mechanisms necessary to meet regulatory requirements. 7.3 Incentive Compensation Award Adjustments Incentive compensation awards (either cash or equity based) provided to any current or former employee may be reduced prospectively and/or retrospectively in the event of one or more of the following circumstances: It is determined that an employee has engaged in conduct detrimental to GECSI either through direct action or failure to act in carrying out his/her responsibilities; There is evidence of a serious breach of internal risk management or compliance procedures on the part of the employee; There is evidence of a serious breach of internal risk management or compliance procedures within an entity for which a Covered Employee serves as a director; The GECSI entity for which a Covered Employee serves as a director suffers a significant downturn in financial performance that was not reasonably anticipated by the employee through no fault of their own; The amount of regulatory capital held by the GECSI entity for which a Covered Employee serves as a director falls below the minimum levels required. Disciplinary action would vary depending on the facts and circumstances and may include, without limit: 1) Termination of employment; 2) Initiating a disciplinary action for breach of fiduciary duty, and/or; Policy Contact: Compensation & Benefits Leader, Page 11 of 13

12 3) Reducing, cancelling or seeking reimbursement of any paid or awarded compensation. If an employee s conduct resulted in a material inaccuracy in GE or GECSI s financial statements or performance metrics which affect the employee s compensation, GE, GECC or GECSI may seek reimbursement of any portion of incentive compensation paid or awarded to the employee that is greater than would have been paid or awarded if calculated based on the accurate financial statements or performance metrics. If it is determined that the employee engaged in fraudulent misconduct, the Company will seek such reimbursement. All of the above remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities. SVP-HR is responsible for ensuring that appropriate monitoring and reporting mechanisms are in implemented within their respective business so that such issues which may warrant an incentive compensation award adjustment are identified and escalated for consideration. 7.4 Guaranteed Incentives Guaranteed incentive compensation payments are generally limited to first-year awards determined at the time of employment for new-hires. On a highly selective basis, current year awards may also be guaranteed to ensure the near-term retention of critical employees. New-hire guarantees are typically subject to repayment provisions in the event of voluntary resignation within a fixed period of time (e.g. 12 months from date of hire). GECSI generally does not provide multi-year incentive compensation guarantees. 8. Policy Management 8.1 Policy Renewal The Policy shall be reviewed for renewal two years from its most recent effective date. 8.2 Policy Ownership The SVP-HR, with the support of the C&B Leader, is the owner of the Policy and responsible for the following: Policy drafting, revision or modification, as warranted; Ensuring Policy implementation by the business; Monitoring the resolution of any Policy gaps; Review and approval of Policy exemption requests; and Seeking biennial renewal through the Policy s oversight bodies. 8.3 Policy Compliance Monitoring In addition to the specific Policy requirements and C&B Leader responsibilities outlined in the various sections above, SVP-HR is responsible for monitoring overall Policy compliance within their respective business. The SVP-HR, acting principally through the C&B Leader, is responsible for monitoring overall Policy compliance including, but not limited to, the following: Policy Contact: Compensation & Benefits Leader, Page 12 of 13

13 Monitoring participant acknowledgement rates to ensure their awareness of GECSI s regulatory obligation to make performance adjustments; Monitoring incentive compensation plan designs to mitigate incentive compensation risk; Monitoring incentive compensation spend to ensure fiscal governance; Monitoring Reportables submissions to ensure the population is correctly identified and the appropriate reviews are completed; Monitoring the identification of Covered Employees to ensure the population is correctly identified for regulatory compliance purposes; Monitoring Audit, Compliance and ERMC findings to ensure the appropriate elevation and consideration of performance adjustments, when warranted; and Monitoring regulatory developments to ensure ongoing compliance. 9. Reporting Policy Violations and Potential Disciplinary Actions 9.1 Reporting Policy Violations Employees may raise Policy violation concerns with their respective manager or Human Resources representative, or ombudsperson. Confidentiality will be maintained to the extent practical, consistent with a thorough investigation being conducted in accordance with Company policies. Retaliation against anyone reporting Policy violations is strictly prohibited. 9.2 Discipline and Appropriate Action Any employee who violates this Policy will be subject to appropriate discipline based on GECSI policies and local law. The GECSI VP HR and/or Labor and Employment Counsel, as appropriate, may review a violation taking into account the level of severity and disciplinary measures may be determined as warranted. Based on the severity of a violation, the matter may be reviewed with the GECSI CompCo and the GE MDCC. 10. Legal Disclaimer Nothing contained in this policy shall convey any right to participate in or receive compensation under any particular compensation program described herein. In the event of inconsistencies between this policy and the underlying plan documents, the GECSI VP HR shall determine, at his/her own discretion, the appropriate resolution. The Company reserves the right to modify, amend or withdraw this policy or any of the underlying plans at any time, with or without notice. XXX XXX XXX Policy Contact: Compensation & Benefits Leader, Page 13 of 13