THE BOARD OF DIRECTORS’ GUIDELINES FOR DETERMINATION OF REMUNERATION TO SENIOR MANAGEMENT Changes to this year’s guidelines No significant changes have been made to this year’s guidelines compared to last year. 1. Guidelines for the next fiscal year The Board of Directors proposes the following guidelines for processing at the Annual General Meeting 2022. The Bank’s overall remuneration scheme is intended to promote a behaviour that is based on a desired performance- and results oriented culture, regardless of age, gender, disability, cultural background, religious beliefs or sexual orientation. The overall remuneration scheme is intended to attract and retain employees who have the desired attributes, competence and experience. The remuneration scheme will contribute to promoting and incentivising good management and control of the Bank’s risk, discourage excessive risk-taking, assist in avoiding conflicts of interest and maintain profitability over time. Consideration should be given to the Bank’s financial situation when determining management salaries. We should not offer the highest salaries, but should nonetheless be competitive. The pay system should be easy to explain and administrate and be flexible so that it can be adapted to suit changing needs. The pay system shall comply with, among other things, the Bank’s pay policy and ethical guidelines. The remuneration policy is designed to: Ǵ Contribute to the business strategy, long-term interests and sustainability of the Bank Ǵ Strengthen the common interests of employees of Komplett Bank and its shareholders Ǵ Reflect the company’s overall performance and financial results Ǵ Be competitive and adapted to local markets The Bank’s remuneration schemes shall be adapted within the provisions pursuant to Chapter 15 of the Norwegian Act relating to Financial Institutions with regulations applicable at all times, the Public Limited Companies Act Section 6-16 a and b, Regulations on guidelines and reports on remuneration for senior management as well as other applicable regulations for remuneration schemes in banks. The Board of Directors determines the remuneration to the CEO. The CEO determines the remuneration to the other managers in consultation with the Chairman of the Board. Management includes the Bank’s management group. It is only members of the Bank management group that will be entitled to variable remuneration for 2022. Komplett Bank’s remuneration framework is linked to the Bank’s strategy and values. Performance is evaluated in two dimensions; “What” we deliver and “How” we deliver. This is at the heart of our value-based performance culture, and means that delivery (“What”) and behaviour (“How”) are weighted equally when we recognize and reward individual performance. “What” we deliver (business delivery) is defined through the Bank’s performance framework. For the quantitative part of variable allowances, clear criteria have been set for what is minimum objective achievement and when the objectives are met based on a given matrix. For performance and balance sheet goals, there is a clear correlation with the Bank’s plans and objectives. The sustainability goals support the Bank’s plans and clear criteria have been set for attainment of objectives. The objectives for “How” we deliver are based on Komplett Bank’s values and management principles and address the behaviour required and expected to achieve the delivery objectives. We want to develop a strong leadership and a culture recognised by our values, which drives the Bank’s long-term and sustainable success. The objectives are discretionary and basically consist of an assessment of the achievement of the manager’s personal objectives. 1.1 Decision-making process The guidelines shall be processed and approved by the Annual General Meeting in the event of any significant change and at least every four years pursuant to Section 5-6 cf. Section 6-16a of the Public Limited Companies Act. On 11 February 2020, the Board of Directors decided to establish a remuneration committee. The Remuneration Committee is responsible for preparing and proposing to the Board of Directors Komplett Bank’s remuneration scheme and shall ensure that this helps to promote and offer incentives for good management and control of the Bank’s risks, discourage excessive risk-taking and avoid conflicts of interest. The remuneration scheme is formulated in accordance with the statutory and regulatory requirements applicable to financial undertakings. The Remuneration Committee recommends criteria and the Board of Directors decides criteria for variable remuneration. 2. Remuneration to senior management 2.1 Composition of remuneration Remuneration to senior management consists of fixed salary, variable remuneration up to 50% of fixed salary – but half of which is granted in the form of share options with a contract period, benefits in kind and pension and insurance schemes. 80 Notes to the financial statements
RkJQdWJsaXNoZXIy NTYyMDE=