Remuneration Principles
The Shareholder Rights Directive II (SRD II) is a European Union (EU) directive, which sets out to strengthen the position of shareholders and to reduce short termism and excessive risk taking by companies. It amends SRD I which came into effect in 2007, with the objective of improving corporate governance in companies whose securities are traded on EU regulated markets. SRD II is an amending directive that required transposition into each Member State’s national law.
SRD II grants shareholders the right to hold a binding vote on remuneration policy and an advisory vote on the implementation of the policy via remuneration reports. The aim of this requirement is to create a better link between pay and performance of the management.
The EU Sustainable Finance Disclosure Regulation (“SFDR”) applied from 10 March 2021. SFDR requires financial market participants to provide information to investors with regards to the integration of sustainability risks, the consideration of adverse sustainability impacts, the promotion of environmental or social characteristics, and sustainable investment. Therefore, the Remuneration Policy must specifically address the obligation in Article 5 of SFDR: “Financial market participants and financial advisers shall include in their remuneration policies information on how those policies are consistent with the integration of sustainability risks, and shall publish that information on their websites.”
Do you need an independent assessment of the performance of the management and the implementation of the remuneration policy and its alignment with SRDII and SFDR?
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