EBA欧洲银行-EBA-GL-2015-22-Guidelines-on-Sound-Remuneration-Policies_EN_75页_1017kb

Summary of EBA Guidelines on Sound Remuneration Policies and Disclosures

Core Content

These guidelines, issued by the European Banking Authority (EBA) under Regulation (EU) No 1093/2010, aim to ensure sound remuneration policies for all staff and identified staff within financial institutions, as well as provide disclosure requirements in line with Directive 2013/36/EU and Regulation (EU) 575/2013. The guidelines are addressed to competent authorities and financial institutions, including credit institutions with head offices in third countries.

Main Points

1. Compliance and Reporting Obligations

• Status of Guidelines: These guidelines are issued under Article 16 of Regulation (EU) No 1093/2010 and are binding on competent authorities and institutions.
• Reporting Requirements: Competent authorities must notify the EBA by 30 August 2016 whether they comply or intend to comply with the guidelines. If no notification is received, the EBA will consider them non-compliant. Any changes in compliance status must also be reported.

2. Subject Matter, Scope, and Definitions

• Subject Matter: The guidelines address remuneration policies for all staff and identified staff, as well as disclosure requirements under Article 450 of Regulation (EU) 575/2013.
• Scope of Application: The guidelines apply to all staff of institutions and specific requirements for identified staff. Institutions may apply these to additional categories or all staff.
• Definitions:
  • Remuneration: Includes all forms of fixed and variable remuneration, such as carried interest payments and other benefits.
  • Fixed Remuneration: Payments or benefits that comply with the conditions for award set out in section 7.
  • Variable Remuneration: All remuneration that is not fixed.
  • Identified Staff: Staff whose activities significantly impact the institution's risk profile.
  • Prudential Consolidation: Application of prudential rules to a consolidated or sub-consolidated basis.
  • Bonus Pool: The maximum amount of variable remuneration that can be awarded at the institutional or business unit level.
  • Vesting: The point at which staff becomes the legal owner of variable remuneration.
  • Clawback: A mechanism allowing the institution to reclaim variable remuneration under certain conditions.
  • Significant Institutions: Institutions deemed systemically important, including G-SILs and O-SILs.

3. Implementation

• Date of Application: These guidelines apply from 1 January 2017.
• Repeal: The CEBS Guidelines from 10 December 2010 are repealed with effect from 31 December 2016.

4. Guidelines on Remuneration Policies and Practices

Title I – Requirements regarding remuneration policies

• Remuneration Policy for All Staff:

  • Must be consistent with the institution's business and risk strategy, corporate culture, and long-term interests.
  • Should include all remuneration components and pension policy.
  • Must avoid excessive risk-taking and ensure alignment with risk appetite.
  • Should support the institution in maintaining a sound capital base.

• Governance of Remuneration:

  • The supervisory function is responsible for adopting, maintaining, and overseeing the remuneration policy.
  • Must ensure transparency, proper documentation, and alignment with corporate governance and risk culture.
  • Should involve collaboration between supervisory, management, and other corporate functions (e.g., HR, risk management, compliance, internal audit).

• Shareholders' Involvement:

  • Shareholders may be involved in approving remuneration policies and decisions related to management and identified staff.
  • Approval of higher variable-to-fixed remuneration ratios requires detailed shareholder voting procedures.
  • Shareholders must be informed of the reasons for such ratios and their impact on capital requirements.

• Disclosure and Transparency:

  • Institutions must disclose remuneration policies and practices to competent authorities.
  • Internal transparency is required, including clear communication of remuneration structures and performance criteria.
  • Information must be provided well in advance of shareholder meetings and include details on remuneration components, objectives, and risk adjustments.

Title II – Structure of Remuneration

• Categories of Remuneration:
  • Includes allowances, variable remuneration based on future performance, carried interest payments, retention bonuses, and discretionary pension benefits.
• Exceptional Remuneration Components:
  • Includes guaranteed variable remuneration, compensation from previous employment, and severance pay.
• Prohibitions:
  • Personal hedging and circumvention of remuneration rules are prohibited.

Title III – Remuneration of Specific Functions

• Management and Supervisory Functions:
  • Remuneration for these roles must be aligned with the institution's risk profile and capital structure.
  • Special attention is given to ensuring that remuneration does not incentivize excessive risk-taking.

Title IV – Variable Remuneration for Identified Staff

• Remuneration Policy for Identified Staff:
  • Should be fully flexible and include a clear framework for variable remuneration.
  • Must establish a ratio between fixed and variable remuneration.
• Risk Alignment Process:
  • Performance and risk measurement should be clearly defined.
  • Ex ante and ex post risk adjustments are required.
• Payout Process:
  • Includes non-deferred and deferred remuneration.
  • Deferral periods and vesting of variable remuneration must be clearly defined.
  • Retention policy and risk adjustment mechanisms (malus and clawback) are essential components.

Title V – Institutions Benefiting from Government Intervention

• State Support and Remuneration:
  • Specific considerations apply to institutions receiving government support.

Title VI – Disclosures and Internal Transparency

• Disclosure Requirements:
  • Institutions must disclose remuneration policies and practices.
• Internal Transparency:
  • Clear and documented procedures for remuneration policy design, implementation, and oversight.

Title VII – Requirements for Competent Authorities

• Supervision and Oversight:
  • Competent authorities must ensure that institutions comply with the guidelines.
  • They should monitor remuneration policies and practices, including variable remuneration and disclosures.

Key Information

• The guidelines emphasize the importance of aligning remuneration with risk management and corporate governance.
• Institutions must ensure that their remuneration policies are transparent, well-documented, and subject to internal oversight.
• Shareholders may be involved in approving remuneration policies, especially when higher ratios are considered.
• Detailed reporting to competent authorities is required, including information on remuneration components, performance criteria, and risk adjustments.
• The guidelines provide a comprehensive framework for remuneration structure, risk alignment, and payout mechanisms, ensuring that they promote sound and effective risk management.