The Remuneration Committee reports to the Board of Directors. The Remuneration Committee Terms of Reference define its purpose and responsibilities, how it is formed, how often it convenes and how it is assessed.
Role and responsibilities
The Board of Directors has delegated the following responsibilities to the Remuneration Committee:
- Remuneration Policy – It informs and assists the Board of Directors by providing specialised and independent advice on planning, revising, reviewing and implementing the Policy at Holdings and its subsidiaries. It also advises the Board of Directors on incentives arising when managing risks, capital and liquidity.
- Alignment of remuneration – It ensures that personnel remuneration is aligned with the risks the Holdings undertakes and manages. It also ensures that there is alignment of remuneration at Group level.
- Exposures of Key Management Personnel – It approves or proposes for approval all the exposures of the Key Management Personnel and their close family members, as well as their controlled or jointly controlled entities.
The Remuneration Committee convenes at least 2 times a year.
Appointment and office term
The Remuneration Committee consists of members appointed by the Board of Directors.
The current Remuneration Committee consists of:
- 3 Independent Non-Executive Directors of the BoD. One of them serves as Committee Chairman.
- 2 Non-Executive Directors of the BoD. One of them serves as HFSF Representative (HFSF). The HFSF appoints its observer on the Remuneration Committee in compliance with the provisions of the Relationship Framework Agreement (TRFA).
The tenure of the Committee members coincides with the tenure of the Board of Directors, with the option to renew their appointment, but in any case, the service in the Committee should not be more than nine (9) years in total.