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Ordinance On The Remuneration Policy And Disclosure Obligations On Remuneration In Financial Companies, Financial Holding Companies, As Well As Forsikringsholdingvirksomheder

Original Language Title: Bekendtgørelse om lønpolitik og oplysningsforpligtelser om aflønning i finansielle virksomheder, finansielle holdingvirksomheder samt forsikringsholdingvirksomheder

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Compensation for wage policy and information obligations on remuneration in financial undertakings, financial holding companies, insurance and insurance 1)

Purline to section 71, paragraph 1. paragraph 2, section 77 (a), 8, section 77 d, paragraph 1. 4, and Section 373 (3). 4, in the law of financial activities, cf. Law Order no. 948 of 2. July, 2013, as amended by law no. 1613 of 26. December 2013 and Law No 268 of 25. March 2014 :

Scope and definitions

§ 1. This notice shall apply to financial undertakings, cf. Section 5 (5). 1, no. 1, in the Act of financial activities, financial holding companies, cf. Section 5 (5). 1, no. 10, in the law of financial activities and insurance holding companies, cf. Section 5 (5). 1, no. Thirteen, in the law of financial activities. The companies involved are hereinafter referred to as the "company".

§ 2. The provisions of this notice on wage policy, remuneration and information obligations shall apply to the company ' s pay policy relating to the Management Board and the Governing Board, as well as other staff whose activities have a significant impact on the operation of the undertaking ; your risk profile, cf. paragraph Two and three.

Paragraph 2. The Management Board shall be responsible for the participation of the staff whose activities have a significant impact on the company ' s risk profile and which are thus subject to paragraph 1. 1, will be designated.

Paragraph 3. In investment management companies, insurance companies, financial holding companies covered by the requirements of section 170 (3) ; 1, 2 or 3, cf. however, section 170 (5), 4, in the Act of Finance, Insurance and Fund-Broker Companies, which alone are permitted to be provided for investment services in accordance with Annex 4 (A) no. 1, 2, 4 and 5, for the law on financial activities and which do not keep customers ' funds or securities, employees whose activities have a significant impact on the company ' s risk profile are based on :

1) management of the part of the organisation undertaking the trade or approval of financial instruments,

2) the management of the part of the organisation which invests the undertaking ' s own resources,

3) employed in the parts of the organisation referred to in paragraph 1. 1 and 2 and, through financial instruments, may take a significant risk to the company ' s resources,

4) the management of actuarial function and reassurance which may take a significant risk on behalf of the undertaking for the undertaking ' s resources ;

5) management of the part of the organisation responsible for verizing compliance with limits for the taking of rice ; and

6) employees who can claim significant credit risks to the business.

Paragraph 4. The section 4 and section 11 of the BekendtDecision shall apply in relation to the staff involved in the control functions and audits, including those involved in compliance with the compliance and internal audit.

§ 3. The company ' s pay policy must for the people referred to in section 2 (2). 1, live up to the requirements set out in section 8-15. Section 8-15, for non-contracting persons covered by § 2, shall apply only to pension and bonus schemes and other non-wage agreements to the extent that such schemes are not provided for by agreement.

Salary policy

§ 4. The Management Board shall determine the company ' s wage policy, including pension policies and guidelines on the allocation of severance payments, in respect of the persons referred to in section 2 and shall be responsible for its implementation. The determined wage policy must be approved by the establishment's upper body, cf. § 77 d (d) 1, in the law of financial activities.

§ 5. The Management Board shall review the wage policy at regular intervals and at least once a year in order to adapt the pay policy to the development of the company.

§ 6. The Management Board shall ensure that checks are carried out at least once a year on whether wage policy is being complied with. The Management Board shall lay down the guidelines for the checks, and the results of which shall be reported to the Management Board.

Paragraph 2. The Management Board shall check the management of the part of the organisation responsible for monitoring compliance with risk-taking and management of the part of the organisation which, incidentally, checks and audits, including management ; the compliance function and the internal audit manager. If the company has set up a remuneration committee pursuant to Article 77 (c), The Committee shall carry out this control in the form of a financial undertaking.

§ 7. The staff involved in the preparation of wage policy and the control of compliance with it must be in possession of the necessary expertise and must, taking into account the size of the company, internal organisation, the extent, and the complexity of the undertaking ' s activities, be independent of the departments within the company that they control.

§ 8. Salary policy must, bearing in mind the size and organisation of the establishment, and the extent and complexity of the undertaking ' s activities, shall be drawn up in accordance with section 9-15 and

1) be in keeping with and promote a healthy and effective risk management, which does not encourage excessive risk-taking ;

2) be in line with your business strategy, values and long-term goals, including a sustainable business model,

3) harmonize with the principles of the protection of customers and investors in the execution of the establishment and include measures to prevent conflicts of interest ; and

4) ensure that the overall variable salary that the undertaking undertakes to pay out shall not be undermined by the undertaking ' s ability to strengthen its capital base.

Paragraph 2. For persons referred to in section 2 (2), 1 who earl a variable salary, cf. Section 5 (5). 1, no. 42, in the law of financial operations, of a maximum of $100,000. a year, if it is justifiable, the management board or management may be able to be exempt from the requirements of section 77 (a) (a). 1, no. 4 and 5, and paragraph 1. 3, in the law of financial activities. The undertaking shall demonstrate, at the request of the Financial Commission, of the reasons for the exception of the variable salary part of one or more of the requirements of section 77 (a) (a). 1, no. 4 and 5, and paragraph 1. 3, in the law of financial activities, and the defence of this, cf. 1. Act.

Variable salary

§ 9. If the company assigns the persons referred to in section 2 (2), 1, variable paycheck, cf. Section 5 (5). 1, no. 42, in the law of financial activities, wage policy must ensure an appropriate balance between fixed and variable pay parts, including secure ;

1) within the framework of section 77 (a) (a), 1, no. One-three, as well as section 77 b (b). One and three (1) and (3), in the Act of Financial Company, establish a ceiling for the variable salary, and

2) the flat-rate salary is a sufficiently high percentage of the total salary so that the undertaking can make a flexible bonus policy.

Paragraph 2. The appropriate balance between fixed and variable pay parts of paragraph 1. 1 may vary according to the operation of the recipient and the relationship in the company.

Paragraph 3. In the case referred to in paragraph 1, the company shall be 1 ensure that the salary policy takes a position on the restrictions on the use of a variable-wage rate resulting from sections 77 a and 77 b in the law of financial activities.

§ 10. A variable wage part that is dependent shall be set in accordance with section 77 (a) (a). SEVEN, TWO. pkt;, in the law of financial activities.

Paragraph 2. The result measurement taken to account for the variable payroll in accordance with paragraph 1. 1, reflect the current and future risks associated with the relevant results and any capital costs and liquidity required to obtain the results.

Paragraph 3. For the assessment of the results of the individual recipient (s). 1 shall be taken into account both economic and non-economic criteria. The non-economic criteria shall include, inter alia, compliance with internal rules and procedures, as well as compliance with the company ' s guidelines and business practices for the relationship with customers and investors.

Compensation of employees in special functions

§ 11. Where the company ' s remuneration of an employee involved in the company ' s control functions includes a variable salary, the variable salary must not be dependent on the outcome of the department to which the employee is supervising.

Paragraph 2. If the remuneration of an employee working as an actuary provides a variable salary, the variable salary must depend on its role and shall not depend on the results of the department.

Pension and Special allowances

§ 12. If retirement provision is granted to pensions for the persons referred to in section 2 (2), 1 who can be treated as a variable salary, the pension policy of the establishment must be in line with the requirements of Article 77 (a) (a). 6, in the law of financial activities.

§ 13. § 77 a, paragraph. 1-7, in the Act of Financial Services, shall not apply to agreements on severance payments which meet the following conditions :

1) The agreement on severance payments has been entered into in relation to the occupation of the position.

2) The agreed severance allowance is not dependent on results obtained by the performance of the job.

3) The agreed severance allowance must be at the time of deduction of the maximum amount equal to the total remuneration of the last two years, including pensions.

Paragraph 2. § 77 a, paragraph. 1-7, in the Act of Financial Services, do not apply to agreements on severance payments made in relation to deduction, for that part of the deduction that does not exceed a value corresponding to a year of total remuneration, including Retire.

Paragraph 3. Termination allowances which are not covered by paragraph 1. 1 and 2 shall reflect the results obtained by the achievement of the post over a period and shall not be rewarded in the absence of any unrewarded results or misdemeanings.

Paragraph 4. Paragraph 1-3 shall apply only to severance payments which cannot be deducled by law or by agreement.

§ 14. § 77 a, paragraph. 1-7, in the Act of financial activities, shall not apply to contracts for new hire compensation which meets the following conditions :

1) The agreement on repayment is made in relation to the occupation of the position.

2) The contracted new hire compensation is limited to the first employment year.

3) The company has a healthy and solid capital base at the time when the new hire is awarded.

Paragraph 2. Paragraph 1 shall apply only to new hire allowances which cannot be deducled by law or by agreement.

§ 15. Payload packages associated with compensation or free purchase from other contracts relating to employment in the past must be adapted to the interests of the business in the longer term, including the payment of variable pay, cf. § 77 a, paragraph. 1-7, in the law of financial operations.

Information for company employees

§ 16. The persons referred to in section 2 shall at any time be given the opportunity to be familiar with the most recently updated wage policy and other documents describing the determination of their remuneration and the evaluation of their performance.

Information to be provided and reporting

§ 17. Investment management companies, insurance companies, financial holding companies covered by the requirements of section 170 (3) ; 1, 2 or 3, cf. however, section 170 (5), 4, in the Act of Finance, Insurance and Fund-Broker Companies, which alone are permitted to be provided for investment services in accordance with Annex 4 (A) no. 1, 2, 4 and 5, for the law on financial activities and which do not keep customers ' means or securities, at least once a year publish the following information concerning its pay policy and practices for the management board, management and other staff, if : activities have a significant impact on the company ' s risk profile, cf. Section 2 (2). 1 :

1) The decision-making process in determining wage policy and the number of meetings held by the management board, supervising compensation during the financial year, including information on the composition and the mandate of any possibility, if any, the remuneration committee and the external expert consulted with a view to the establishment of wage policy and the role of the relevant stakeholders.

2) The connection between wages and results.

3) The main characteristics of the structure of the remuneration system, including information on the criteria for results and risk adjustment, postponement policy and performance criteria.

4) The ratio between fixed and variable wages determined in accordance with section 77 (a) (a). 1, no. 1-3, in the law of financial activities.

5) Which result criteria are added to the allocation of shares, options, or variable labor components.

6) The key parameters and justifications for a possible system of variable components and other non-pekunite advantages.

7) Gave quantitative information about remuneration broken down by business area.

8) Gave quantitative information on remuneration broken down by management and employees whose work has a significant impact on the company ' s risk profile, specifying the following :

a) The salary sum in the accounting year on fixed and variable pay and number of recipients.

b) The size and form of the variable is divided into cash, shares and share-like instruments or other instruments.

c) The amount of the outstanding disorant paid out on earned and non-earned shares.

d) The amount of the paid compensation granted during the financial year, paid and reduced by means of performance adjustments.

(e) New recruitment and severance payments that have been paid during the financial year and the number of recipients of such payments.

(f) The amount of severance payments granted during the financial year, the number of recipients of such allocations and the highest amount allocated to a single person.

9) Number of persons paid by 1 million. Euro or more per budget year, divided into salary ranges of EUR 500 000 in salary of between EUR 1 million ; and five million. Euro and divided into salary ranges of 1 million. Euro wages of EUR 5 million. Euro and over there.

Paragraph 2. The provision in paragraph 1 shall be 1, no. 7 and 8 shall apply only to employees whose activities have a significant impact on the company ' s risk profile, provided that publication does not mean the individual ' s individual pay at the same time as the individual pay is provided.

Paragraph 3. The provision in paragraph 1 shall be 1, no. The provisions of 8 (e) and (f) shall apply only to reimbursements which cannot be derived from the law or by agreement.

Paragraph 4. The company may, taking into account its size, internal organisation, the extent and complexity of its activities, in whole or in part, shall not publish one or more of the items referred to in paragraph 1. 1 mentioned information. A company that does not have securities admitted to trade in a regulated market in Denmark and which has a balance of less than 500 million. DKK in two consecus, the following financial years shall not be published in accordance with paragraph 1. 1 mentioned information.

Paragraph 5. The undertaking shall, in the immediate extension of the end of the financial year, submit the items referred to in paragraph 1. 1, no. The information referred to in paragraph 1 shall be published in accordance with the provisions of paragraph 7 and 8 of the Financial Regulation. 1 mentioned information on its website in a place where they naturally belong. If your organization does not have a website, you may want to be able to obtain or sent the information to the company. In the event of publication of information to the fulfilment of accounting, stock exchanges or other requirements, the obligation to provide information shall be deemed to have been complied with at this time. If the information provided in paragraph 1 1 is not included in the annual report, the company must specify in the annual report where the information can be found.

Paragraph 6. Removing the information from your company's website must take place by the same principles that the company uses for other messages.

Paragraph 7. Companies which, in accordance with paragraph 1, 4 shall be unable to publish one or more of the items referred to in paragraph 1. Paragraph 1 shall also be unable to do so in accordance with paragraph 1. 5 to submit to them in paragraph 1. 1, no. 7 and 8, mentioned information to the Financial Regulation and to publish the information referred to in paragraph 1. 1 mentioned information on his home page.

§ 18. Penal institutions, mortgage institutions and fund-brokers I shall in the immediate extension of the end of the accounts shall submit the information published in accordance with Article 450 (1). Paragraph 1 (g), (h) and (i), of Regulation 2013 /575/EC of the European Parliament and of the Council of 26. June 2013 (CRR) for the Financial supervision. The information provided for in Article 450 of the European Parliament and of the Council Regulation 2013 /575/EC of 26. June 2013 (CRR) must be published on the company's website in a place where they belong naturally at the same time, at the same time, with the submission of the information to the Financial supervision in accordance with 1. Act. If your organization does not have a website, you may want to be able to obtain or sent the information to the company. If the information provided for in Article 450 of the Regulation (EC) of the European Parliament and of the Council of the Council of 26 June 2013 (CRR) is not included in the annual report, the company must specify in the annual report where the information can be found.

Paragraph 2. Removing the information from your company's website must take place by the same principles that the company uses for other messages.

Paragraph 3. Financial institutes, credit institutions and fund-brokers I, which, in accordance with Article 450 (2), are to be used as a financial institution. TWO, TWO. in the European Parliament and of the Council Regulation 2013 /575/EU of 26. June 2013 (CRR) shall not publish one or more of the provisions of Article 450 (3). Paragraph 1 (g), (h) and (i) of Regulation 2013 /575/EC of the European Parliament and of the Council of 26. The information referred to in June 2013 (CRR) may also be withheld from paragraph 1. 1 to submit this information to the Financial supervision.

§ 19. Companies with a website must publish information about how the company complies with the requirements of section 4 (4). ONE, ONE. pkt., section 5, section 6 (4). ONE, ONE. pkt., and paragraph. 2, section 7, section 8, paragraph 8. 1, no. 1-4, section 10, paragraph 10. 2 and 3, section 11 (4). Paragraph 13, paragraph 13. 3, sections 14 and section 15, to the extent that the requirements in question apply to the company.

Paragraph 2. The company ' s publication by paragraph shall be 1 shall take place at the establishment ' s website in a place where it is natural to belong.

20. The company must be 1. May each year report the number of persons to the SEC, who, in the preceding financial year as part of their employment or office as a member of the company, have earned an overall salary, including a pension exceeding an amount equal to to 1 million. EUR 1 million allocated to the sum of EUR 1 million in a payroll framework. Euro.

Paragraph 2. If the company is the highest EU company in a group, the company must also, at least every year, be the first year at the latest. May shall report the number of persons to the SEC, who in the preceding financial year as part of their employment or office as a member of the company ' s subsidiaries, have earned a total salary, including pensions exceeding one ; amounts equivalent to 1 million. EUR 1 million allocated to the sum of EUR 1 million in a payroll framework. Euro. The Commitment of the EU's highest EU company applies only to the foreign subsidiaries of the EU companies, located in the European Union, which, in the home Member State of its home country, has permission to operate as a credit institution or a financial institution. an investment firm as defined in Article 3 (1). 1, in Directive 2013/36.

Paragraph 3. The report for the Financial supervision referred to in paragraph 1. 1 and 2 shall include information on the number of people distributed to the responsibilities and business areas, whether each unnamed person has been designated as significant risk-taking, the size of the individual unnamed individual's overall salary, including pension allocated, on fixed and variable salary, the size of variable retirement services in accordance with section 77 (a) (1). 6, in the financial undertaking and the size of the total variable payroll, which are deferred, indicating in which country the individual unnamed person performs its work.

Penalty provisions

§ 21. The withdrawal of section 2 (2). 2, sections 4 and 5, section 6 (4). Paragraph 1 and paragraph 1. TWO, ONE. pkt., section 8 (4). TWO, TWO. pkt., section 9, paragraph. 1 and 3, sections 10 16, section 17, paragraph 1. Paragraph 1 and paragraph 1. FIVE, ONE, TWO. and 4. pkt., section 18 (2). One, section 19, and 20 are punished by fine.

Paragraph 2. Companies can be imposed on companies, etc. (legal persons) punishable by the rules of the penal code 5. Chapter.

Entry into force

§ 22. The announcement shall enter into force on 1. July, 2014.

Paragraph 2. At the same time, notice No 285 of 27. March 2014 on wage policy and information obligations on remuneration in financial firms, financial holding companies, insurance and insurance companies.

Financial supervision, the 27th. June 2014

Ulrik Nutgaard

/ Stig Nielsen

Official notes

1) The announcement contains provisions that implement parts of Directive 2013 /36/EU of the European Parliament and of the Council of 26. June 2013, on the subject of access to business as credit institutions and supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directive 2006 /48/EC and 2006 /49/EC, EU-10-2013, EU-10-2013. L176, page 338.