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Overview Strategic report Corporate governance Risk management Financial statements Other information<br />

Directors’ Remuneration report continued<br />

Pillar 3 disclosures<br />

As part of its responsibilities, the Bank Remuneration Committee also oversees remuneration for individuals who are included on the Bank’s register of<br />

‘Code Staff’. As noted within this Directors’ Remuneration Report, a new remuneration policy is being developed for Directors. In addition <strong>and</strong> as part of the<br />

same exercise, a new remuneration policy will be developed <strong>and</strong> adopted for Code Staff.<br />

It is intended that the new remuneration policy will be based on linking pay to performance <strong>and</strong> ensuring that any remuneration arrangements are consistent<br />

with the Bank’s risk appetite. Any variable remuneration arrangements in place will incorporate performance conditions that support the Bank’s strategy <strong>and</strong><br />

also comply with the provisions of the PRA Remuneration Code.<br />

The current policy operated for Code Staff is based on the following:<br />

• Code Staff are defined as those staff having a material impact on the Bank’s risk profile, including a person who performs a significant influence function for<br />

the Bank, a senior manager <strong>and</strong> a risk taker.<br />

• Decisions on remuneration for Code Staff are made by the Committee. Advice is taken from the Risk function in making remuneration decisions. The design<br />

of the component parts of remuneration is as set out for the Executive Directors above.<br />

• For Code Staff, performance related pay is risk adjusted through the use of underpins to the incentive arrangements, together with the use of deferrals,<br />

clawback <strong>and</strong> malus adjustments in accordance with the PRA Remuneration Code, as set out for the Executive Directors above.<br />

Table 10 – Total remuneration in respect of Code Staff (Pillar 3 requirement)<br />

Total<br />

remuneration 1<br />

£’000<br />

Total fixed<br />

remuneration 2<br />

£’000<br />

Total variable<br />

remuneration 3<br />

£’000<br />

Annual<br />

incentive plan/<br />

discretionary<br />

bonus 4<br />

£’000<br />

Long term<br />

incentive plan 5<br />

£’000<br />

Sign on<br />

payments<br />

£’000<br />

Severance<br />

payments<br />

made in year 6<br />

£’000<br />

Senior Management<br />

25 4,462 4,462 – – – – 469<br />

Other Code Staff<br />

18 2,608 2,566 41 41 – – 887<br />

The table above represents the emoluments of Code Staff in relation to their services for The Co-operative Bank Plc for the year 2013, <strong>and</strong> includes any<br />

Executive Directors already disclosed in Table 1.<br />

1. Total remuneration consists of base salary, allowances, employer pension contributions <strong>and</strong> any amounts earned under incentive schemes.<br />

2. Total fixed remuneration consists of base salary, allowances <strong>and</strong> employer pension contributions.<br />

3. Total variable remuneration includes amounts earned in the year under incentive schemes, including discretionary bonuses.<br />

4. No bonus is payable under the 2013 Annual Incentive Plan. A discretionary bonus was paid to certain individuals, <strong>and</strong> the amount in the table above represents the amounts paid to Code Staff.<br />

5. The incentive arrangements for 2014 are being reviewed <strong>and</strong> therefore there are no potential awards for 2014 to include in this column.<br />

6. Severance payments are in respect of redundancy for both Senior Management <strong>and</strong> other Code Staff. Severance terms include both redundancy payments <strong>and</strong> the buyout of notice.<br />

Severance payments were made to four individuals <strong>and</strong> the highest total payments to a single person was £373,500.<br />

Senior Management consists of Executive Directors, members of the Executive Committee <strong>and</strong> Non-Executive Directors.<br />

Table 11 – Deferred remuneration in respect of Code Staff (Pillar 3 requirement)<br />

£’000<br />

Deferred unvested remuneration outst<strong>and</strong>ing at 1 January 2013 4,970<br />

Deferred remuneration awarded in 2013 –<br />

Deferred remuneration reduced in 2013 through performance adjustments –<br />

Deferred remuneration vested in 2013 –<br />

Deferred unvested remuneration outst<strong>and</strong>ing at 31 December 2013 4,970<br />

Post year end adjustments:<br />

Deferred remuneration reduced since the year end through performance adjustments (4,970)<br />

Deferred unvested remuneration outst<strong>and</strong>ing at 31 March 2014 –<br />

Deferred remuneration includes awards for the performance years 2010, 2011 <strong>and</strong> 2012. As above, since the year end, the Committee has decided to apply<br />

malus to all deferred remuneration in light of recent events, <strong>and</strong> following this decision, the £4.97m is no longer due.<br />

Number of high earners earning €1m or more<br />

In accordance with Article 450 of the Regulation under CRD IV, the number of Code Staff who earned more than €1m in 2013 was 1 <strong>and</strong> their total<br />

remuneration falls in the b<strong>and</strong> €2–2.5m. For the avoidance of doubt, this individual is included in the disclosures in Table 1 <strong>and</strong> Table 10.<br />

68<br />

The Co-operative Bank plc Annual report <strong>and</strong> accounts 2013

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