As per EMIR article 26.º and RTS 153 article 10.º, OMIClear must adopt a remuneration policy that promotes sound and effective risk management, and which does not create incentives for less stringent risk standards and make available to the public its key elements.
According to this obligation, OMIClear’s Appointment, Remuneration and Sustainability Committee is the responsible for the design, development, application and annual revision of the remuneration policy. The following provides an overview of OMIClear’s remuneration scheme.
OMIClear’s remuneration policy is developed in order to promote the following principles:
- Reinforce the strategic objectives established by OMI Group;
- Promote sustainable growth;
- Promote the quality and efficiency of the management of prudential risks relevant for the purposes of EMIR and RTS 153/2013;
- Strict compliance with OMIClear´s risk model and legal and regulatory framework;
- Ensure the sustainability of the Company and the ecosystem in which interested parties are inserted;
- Compensate individual performance and dedication;
- Promote the retention and engagement of employees;
- Promote the diversity of our team and equal opportunities between genders, race, convictions, creeds and other diversity factors;
- Remove informational asymmetries that may hide unjustified differentiations;
- Prevent any type of direct or indirect gender-based discrimination;
- Treat equally similar job positions, distinguishing the degree of responsibility;
- Comply with the remuneration regulations, specifically regarding the risk, compliance and internal audit functions.
Components of the remuneration
The remuneration of all employees and the executive board members is composed of a fixed component, social and fringe benefits and, depending of the job position, its organizational relevance and the scope of responsibility assumed, a variable component.
The fixed component consists of the basic salary that remunerates the employee or executive board member for their knowledge, experience and position. The fixed base salary, which is determined in the individual employment contract, is stablished based on an evaluation of internal comparisons and external market rates for the position. The comparability of the remuneration earned with that practiced in the field of activity will be subject of a specialized study to be requested by the Appointments, Remuneration and Sustainability Committee in 2020, to be updated every five years.
Adding to the fixed base salary, all employees and executive board members also benefit from a group health and work accident insurance and lunch allowance.
The remuneration of the executive board members also has a variable component, determined according to the achievement of the Company’s main annual objectives and conditioned by the compliance with the risk management policy and by determining the time horizon of the risks assumed. If, in the two years after the settlement of any variable remuneration, there is a supervening materialization of risks relevant to the activity of the CCP and which can be attributed, in a proven manner, to practical acts with intent or gross negligence, during the period to which it relates, which entails significant losses for OMIClear and that simultaneously lead to the declaration of loss of suitability for the exercise of the position of director, the General Meeting may determine the total or partial reversal of the amounts paid.
There is no remuneration paid in the form of profit sharing.
OMIClear’s board members, secretary and alternate secretary can also receive a fixed presence income for each attendance at the general board meetings.
The variable remuneration component of the Chief Operating Officer (COO) is determined by the level of achievement of the main individual objectives and periods of risk, in line with the annual performance and according to the performance appraisal model and its compatibility with prudent risk management. In order to compensate the sustained effort to achieve his main objectives, as well as his permanence and an adequate risk management, the COO can receive a multiannual variable remuneration.
The variable remuneration applicable to employees working in risk management, regulatory compliance and internal audit will have as reference the value of a monthly remuneration and will be determined mainly by the degree of achievement of the individual and area objectives based on the activities and functions attributed to them and independently of OMIClear’s profits. Under no circumstances will these criteria be linked to the Company assuming greater exposure to risk.
The assessment of the degree of compliance with the objectives set will be the responsibility of the President of the Risk Committee, in the case of the responsible for the risk function (CRO), and of the President of the Audit and Compliance Committee in the case of those responsible for internal control (CIA) and verification of compliance (CCO).
The Board may decide to grant a variable remuneration to the remaining staff, which will have as reference the value of a monthly remuneration and will be determined based on individual performance appraisal, considering the level of compliance with the Company’s main objectives and the department in which the employee is integrated.
If, in the two years after the settlement of any variable remuneration, there is a supervening materialization of risks relevant to OMIClear's activity and which can be attributed, in a proven manner, to acts committed with intent or gross negligence by the COO, by the employees who work in the risk management, compliance and internal audit or by the other employees, during the period to which it relates, and which entail significant losses for OMIClear, the Board of Directors may demand the total or partial reversal of the amounts paid.