The Executive Board members' remuneration is determined by the Board of Directors and depends on the Group's performance.
The Board of Directors' remuneration is fixed and is shown on the members' individual CV's.
The remuneration policy reflects our objectives of good corporate governance and sustained, long-term value creation for our shareholders.
The remuneration report describes the principles for remuneration in Caixa Bank and practices related to implementing the remuneration policy.
Programme and pool for performance-based pay to members of the Executive Board and the senior management is determined in accordance with the Remuneration policy to which there is referred.
Performance-based pay is set based on an assessment of Group results as well as performance measures reflecting the Group’s most important strategic priorities and ambitions.
To support a strong alignment of interests with the Bank’s shareholders, the Board of Directors has for 2015 introduced long term performance goals based on the relative development of value creation for Caixa Bank shareholders relative to peers. This is supplementing the current short term performance goals. Measurement of performance-based pay to the individual member of the Executive Board is thus based on short term (1 year) goals including goals at Group, Business Unit and Individual level as well as both financial and non-financial goals and including long term (3 years) performance-goals related to the relative value creation.
Performance-based pay to the individual members of the Executive Board is endorsed by the Remuneration Committee for the approval of the Board of Directors at the beginning of each year, when the Group’s results for the preceding year is known. The first time the long term performance goal can be assessed is end of 2017, where the result of the first 3 year period (2015-2017) is available.
The individual total performance-based pay is maximized to 50% of the fixed compensation cf regulation.
The members of the Executive Board are subject to rules for material risk takers. A significant part of the performance-based pay is deferred and may be forfeited cf regulation and the Group’s Remuneration Policy. The deferral period is four years compared to three years for other material risk takers. Deferred shares are according to applicable regulation subject to an additional retention period of 6 months.
The agreements on performance-based pay for the individual members of the Executive Board ensure that all or part of the deferred performance-based pay may be clawed back if the Group’s results prove unsatisfactory or the pay has been granted on basis of data which has subsequently proven to be manifestly misstated.
Performance-based pay is granted to the individual on the basis of manager assessment of performance in the preceding year. The performance agreement includes goals on Group, Business Unit and Individual level, financial as well as non-financial goals.
Allocation of performance-based pay to the individual is proposed by the manager based on assessed performance of the Group, Business Unit and Individual. The individual allocation for participants in the Bank’s Senior Management programmes is maximized at 50% respectively 25% of fixed salary.
For non-material risk takers, 50% of the performance-based pay exceeding approved thresholds will be granted in Caixa Bank shares (conditional shares) and the balance granted in cash. The shares will vest after 3 years.
Employees whom the Board of Directors have identified as material risk takers will be subject to the Group’s general rules for risk takers.
