Ordinance On The Remuneration Policy And Disclosure Obligations On The Remuneration For Managers Of Alternative Investment Funds, Etc.

Original Language Title: Bekendtgørelse om lønpolitik og oplysningsforpligtelser om aflønning for forvaltere af alternative investeringsfonde m.v.

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Ordinance on the remuneration policy and disclosure obligations on the remuneration for managers of alternative investment funds, etc. 1)

Under section 20, paragraphs 11 and 12, article 22, paragraph 4, and section 190, paragraph 4, of law No. 598 by 12. June 2013 on alternative investment fund managers, etc., as amended by Act No. 268 of 25. March 2014 fixed: scope and definitions



§ 1. This notice applies to managers of alternative investment funds, see. § 3 (1) (8). 3, of the law on alternative investment fund managers, etc. A subject manages alternative investment fund shall be known as ' steward '.

§ 2. The provisions of this Ordinance on the remuneration policy and disclosure obligations on the remuneration applicable to management's remuneration policy relating to members of the management and other employees, whose activities have a significant influence on management's risk profile or on the risk profile of the AIF managed, see. paragraphs 2 and 3.

(2). The governing body has the responsibility of ensuring that the employees, whose activities have a significant influence on management's risk profile or on the risk profile of the AIF managed, and which thus covered by paragraph 1, will be appointed.

(3). By employees, whose activities have a significant influence on management's risk profile or on the risk profile of the AIF managed, understood as a starting point 1) persons, which, together with the Executive Board participate in the leadership of the Manager, including URf.eks. partners, 2) management of the part of the Organization, which deals with portfolio management, including staff members who have substantial decision-making powers in relation to the alternative investment fund managed acquisitions and divestment of activities, 3) management of the part of the Organization, which invests management's or the managed alternative investment funds own funds, 4) employees through financial instruments can take a significant risk on management's or the managed investment funds on behalf of own funds , 5) the management of the part of the Organization, which carries out the control of compliance with the limits on risk-taking, and 6) other staff, which can inflict Manager or the alternative investment fund managed significant credit risk.

(4). sections 4 and 11 shall apply in relation to employees, who are involved in the control and audit functions, including employees who work with the compliance and internal audit.

§ 3. Management's remuneration policy shall, in respect of the persons referred to in section 2, paragraph 1, living up to the requirements contained in sections 8-15. For agreement employees covered by section 2, § § 8-15 only apply to pension and bonus schemes as well as other agreements on variable pay, to the extent that such schemes are not established pursuant to collective agreement.

Wage policy



§ 4. The governing body should establish management's pay practices, including pension policy and guidelines for the allocation of severance pay, in respect of the persons referred to in section 2, and shall be responsible for its implementation. The established wage policy must be approved by management's upper body, see. section 22, paragraph 1, of the law on alternative investment fund managers, etc.

§ 5. The governing body should review wage policy at regular intervals and at least once a year in order to adapt the remuneration policy for management's development.

§ 6. The governing body should ensure that at least once a year to carry out a verification of whether the remuneration policy are respected. The governing body should establish guidelines for the control, the result of which must be reported to the governing body.

(2). The governing body responsible for supervision of the remuneration of the management of the part of the Organization, responsible for the control of compliance with the limits on risk-taking, as well as the management of the part of the Organization, which is also responsible for carrying out the checks and audits, including the management of the compliance function and the internal audit manager. If the Manager has set up a remuneration Committee pursuant to article 21, paragraph 1, of the law on alternative investment fund managers, etc., the Committee shall carry out such supervision.

§ 7. The employees, who are involved in the preparation of the remuneration policy and the control of whether the observed, must be in possession of the necessary expertise and must, taking into account the management of Player size, internal organisation, the scale and complexity of the management's activities, be independent of the departments in the Manager, which they control.

§ 8. The remuneration policy must, taking into account the management of Player size and organization as well as the scope and complexity of managing the activities, shall be drawn up in accordance with §§ 9-15 as well as 1) be consistent with and promote sound and effective risk management, which does not encourage excessive risk-taking, 2) be consistent with management's business strategy, values and long-term objectives, including a sustainable business model, 3) consistent with the principles of protection of clients and investors and contain measures that can ward off conflicts of interest) and (4) ensure that the total amount of variable pay, which the Manager undertakes to pay, not erode management's ability to strengthen its capital base.

(2). For the persons mentioned in section 2, paragraph 1, which earn variable pay, without prejudice. § 3 (1) (8). 47 of the law on alternative investment fund managers, etc., up to a maximum of 100,000 kroner a year, management may, if it is safe, that there may be exempted from the requirements of section 20, paragraph 2, no. 4 and 5, and paragraph 4, of the law on alternative investment fund managers, etc. Manager shall, at the request of the Danish financial supervisory authority demonstrate what terms are taken into account in order to exclude the variable salary component from one or more of the requirements referred to in article 20, paragraph 2, no. 4 and 5, and paragraph 4, of the law on alternative investment fund managers, etc., as well as the sound of this, see. 1. item.

Variable pay



§ 9. The event manager assigns the characters referred to in § 2, paragraph 1, variable pay, without prejudice. § 3 (1) (8). 47 of the law on alternative investment fund managers, etc., must wage policy ensure an appropriate balance between fixed and variable wage components, including secure 1) that, within the framework of article 20, paragraph 2, no. 1-3, and paragraph 10 of the law on alternative investment fund managers, etc., sets a ceiling for the variable salary component, and 2) to the fixed salary component constitutes a sufficiently high proportion of the total salary, so that the Manager can lead a flexible bonus policy.

(2). The appropriate balance between fixed and variable wage components referred to in paragraph 1 may vary depending on the recipient's operation and management's relationships in General.

(3). Manager shall, in the case referred to in paragraph 1 to ensure that the remuneration policy takes a position on the limitations for the use of variable pay resulting from section 20 of the law on alternative investment fund managers, etc.

§ 10. A variable salary component, which is performance based, must be determined in accordance with section 20, paragraph 8, 2. paragraph, of the law on alternative investment fund managers, etc.

(2). The performance measurement, taken into account for the variable salary component in accordance with paragraph 1, to reflect the current and future risks related to the relevant results as well as any cost of capital and liquidity that is required to achieve results.

(3). In assessing the individual recipient results in accordance with paragraph 1 shall take account of both the economic and non-economic criteria. By non-economic criteria means, among other things. compliance with internal rules and procedures, as well as compliance with the management's guidelines and rules of operation applicable to the relationship with clients and investors.

Compensation of employees in special features



§ 11. If management's remuneration of a staff member who is involved in the management's control functions, includes a variable salary component, variable salary component must not be dependent on the outcome of the Department, as the employees control.

Delegation



§ 12. By delegation of activities related to portfolio management and risk management under Chapter 7 of the law on alternative investment fund managers, etc. to be Manager shall ensure that: 1) to the company, who are delegated to are subject to remuneration rules corresponding to articles 20 to 22 of the law on alternative investment fund managers, etc., or 2) that, in order to prevent circumvention of the remuneration rules, appropriate contractual obligations entered into with the company, which is delegated to the , regarding the remuneration of its members of the management and other employees, whose activities have a significant influence on management's risk profile or on the risk profile of the AIF, which Manager manages.

Retirement and special allowances



§ 13. The event manager assigns retirement benefits to the persons referred to in section 2, paragraph 1, which can be equated with variable pay, manage's pension policy be in accordance with the requirements of section 20, paragraph 7, of the law on alternative investment fund managers, etc.

§ 14. Article 20, paragraphs 1-8 and 10 of the law on alternative investment fund managers, etc. shall not apply to agreements on severance pay that meets the following conditions: 1) the agreement on severance is concluded in connection with the occupation of the post.

2) the agreed severance is not dependent on the results achieved in addressing the concerns of the post.
3) the agreed severance pay at the time of termination must not exceed a value corresponding to the last two years of total remuneration including pensions.

(2). Article 20, paragraphs 1-8 and 10 of the law on alternative investment fund managers, etc. shall not apply to agreements concerning severance pay awarded in connection with the termination of service, for the part of the severance allowance not exceeding a value equivalent to a year's total remuneration including pensions.

(3). Severance payments, which are not covered by paragraphs 1 and 2, shall reflect the results achieved by accomplishing the post over a period of time, and must not reward failure or wrongdoing.

(4). Paragraphs 1 to 3 shall only apply in respect of severance payments that cannot be deduced from the law or agreement.

§ 15. Article 20, paragraphs 1-8 and 10 of the law on alternative investment fund managers, etc. shall not apply to agreements concerning the nyansættelses compensation, which meet the following conditions: 1) the agreement on nyansættelses indemnity entered into in connection with the occupation of the post.

2) the agreed nyansættelses reimbursement is limited to the first year of their employment.

3) Manager has a healthy and solid capital base at the time of the award of the nyansættelses allowance.

(2). The provisions of paragraph 1 shall only apply to nyansættelses allowances cannot be inferred from the law or agreement.

§ 16. Salary packages linked to compensation or redeeming from other contracts in connection with past employment must be adapted to manage the interests in the longer term, including the requirements for the payment of variable salary, without prejudice. Article 20, paragraphs 1-8 and 10 of the law on alternative investment fund managers, etc.

Information for management's employees



§ 17. The persons mentioned in § 2 shall at all times have the opportunity to make themselves familiar with the latest updated wage policy as well as other documents that describe the setting of their remuneration as well as the evaluation of their performance.

Disclosure obligations



§ 18. Manager shall observe the information obligations relating to remuneration as regulated in article 61, paragraph 3, nr. 5 and 6, of the law on alternative investment fund managers, etc., as well as article 107 of the Commission delegated Regulation No 40/94. 2013/231/EU of 19. December 2012 on the development of a European Parliament and Council directive 2011/61/EU as regards exceptions, General conditions for operation, custodians, leverage, transparency and supervision.

Criminal provisions



§ 19. Violation of section 2, paragraph 2, sections 4 and 5, article 6, paragraph 1, and paragraph 2, 1. paragraph, section 8, paragraph 2 2. paragraph, section 9 (1) and (3) and §§ 10-17 is punishable by a fine.

(2). That can be imposed on companies, etc. (legal persons) criminal liability in accordance with the provisions of the criminal code 5. Chapter.

Date of entry into force of



§ 20. The notice shall enter into force on the 31st. March 2014, see. However, paragraph 3. sections 15-16 shall apply to agreements concluded or renegotiated, extended, or renewed after the entry into force of the Executive order.

(2). At the same time repealed Executive Order No. 929 by 2. July 2013 on wage policy and disclosure obligations on the remuneration for managers of alternative investment funds, etc.

(3). § 4, 2. points, in this Ordinance has effect for the individual Manager from next general meeting or equivalent, which takes place after the date on which the Manager is authorised or registered as Manager.

The Danish financial supervisory authority, the 27. March 2014 Ulrik Nødgaard/Stig Nielsen Official notes 1) Ordinance contains provisions implementing parts of the European Parliament and of the Council directive of the EU 8/61/2011. June 2011 on alternative investment fund managers and amending Directive 2003/41/EC, and 2009/65/EC and Regulation (EC) No 1782/2003. 1060/2009 and (EU) nr. 1095/2010, the official journal 2011, nr. L174, page 1.

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