1. Remuneration consists of all forms of payments and/or benefits provided directly or indirectly to relevant persons in the provision of investment and/or ancillary services to clients. Remuneration can be either financial, such as cash, shares, options, cancellations of loans to relevant persons at dismissal, pension contributions, remuneration by third parties (e.g. through carried interest models, wage increases) or non-financial, such as career progression, health insurance, discounts or special allowances for car, mobile phone, generous expense accounts, seminars in exotic destinations etc.).
2. All employees of the Company are covered by the Policy including any employee who can have a material impact on the services provided, on the conduct of business risk profile, and who can influence corporate behavior. This includes but is not limited to:
a) Senior management;
b) Control functions;
c) client-facing front-line staff;
d) sales force staff, and/or;
e) other staff indirectly involved in the provision of investment services whose remuneration may create inappropriate incentives to act against the best interests of the clients.
3. The following principles apply to the Company to the extent that is appropriate to the size, internal organization and the nature, the scope and the complexity of the Company’s activities:
a) Complete and effective risk management is promoted which is not encouraging risk-taking that exceeds the level of tolerated risk of the Company;
b) the management body, in its supervisory function, of the Company adopts and periodically reviews the general principles of the remuneration policy and is responsible for its implementation;
c) staff engaged in control functions are independent from the business units they oversee, have appropriate authority, and are remunerated in accordance with the achievement of the objectives linked to their functions, independent of the performance of the business areas they control;
d) the remuneration of the senior officers in the risk management and compliance functions is directly overseen by the Remuneration Committee;
e) where remuneration is performance related, the total amount of remuneration is based on a combination of the assessment of the performance of the individual and of the business unit concerned and of the overall results of the Company and when assessing individual performance, financial and non-financial criteria are taken into account;
f) the assessment of the performance is set in a multi-year framework in order to ensure that the assessment process is based on longer-term performance and that the actual payment of performance-based components of remuneration is spread over a period which takes account of the underlying business cycle of the Company and its business risks;
g) the total variable remuneration does not limit the ability of the Company to strengthen its capital base;
h) guaranteed variable remuneration is exceptional and occurs only when hiring new staff and is limited to the first year of employment; these terms will be specified in the employment contract when applicable.
i) Fixed and variable components of total remuneration are appropriately balanced and the fixed component represents a sufficiently high proportion of the total remuneration to allow the operation of a fully flexible policy, on variable remuneration components, including the possibility to pay no variable remuneration component.
Remuneration of Executive Directors
4. The remuneration of the Executive Directors ensures the Company’s continued ability to attract and retain the most qualified Executive Board members and a good basis for succession planning.
5. The remuneration of the Executive Directors consists of fixed pay and incentive programs. The performance of Executive Directors is assessed once a year by the Remuneration Committee as required the Company’s Procedure Manual. The Annual Report specifies the Executive Directors remuneration.
Remuneration of the Board of Directors
6. Members of the Board of Directors receive a fixed fee. Board members are not covered by incentive programs and do not receive performance-based remuneration. The basic fee of a Board member is set at a level that reflects the qualifications and contribution required in view of the Company’s complexity, the extent of the responsibilities and the number of board meetings. No pension contributions are payable on Board members’ fees.
7. The Board of Directors may deviate from this policy in individual cases if justified by extraordinary circumstances.
Remuneration of Risk takers and employees in control functions
8. The remuneration of material risk takers and employees in control functions (including all departments of the AIFM) is subject to strict conditions. Once a year, the Board of Directors identifies employees who may take material risks on behalf of the Company and ensures that employees in these functions receive competitive remuneration.