1.        INTRODUCTION

The Firm is subject to the Remuneration Code (the “Code”) for MIFIDPRU Firms as codified in Section 19G of the SYSC Handbook.

The Firm is classified as an ‘SNI firm’ and is therefore subject to the ‘Basic’ remuneration requirements only.

This policy applies to the Firm on an individual basis. It is not subject to any other remuneration codes.

1.1            Terms

• Staff/staff member: This may include employees of the Firm, partners, members, employees of other entities in the group, employees of joint services companies, and secondees.

• Performance periods: The Code applies to a performance period. The Firm complies with rules on performance assessment and risk adjustment in relation to each such performance period.

The Firm must establish, implement and maintain remuneration policies, procedures and practices that are consistent with and promote effective risk management and do not encourage excessive risk taking.

The Remuneration Code covers all aspects of remuneration that could have a bearing on effective risk management, including salaries, bonuses, long term incentive plans, options, hiring bonuses, severance packages and pension arrangements. The Remuneration Code is principally concerned with the risks created by the manner by which remuneration arrangements are structured.

The Policy is gender neutral. Pursuant to the Equality Act 2010, discrimination on the basis of an individual’s protected characteristics both before and after employment is offered, is prohibited. This applies to pay and all other contractual terms, including variable remuneration.

2.        RISK MANAGEMENT (SYSC 19G.2.8)

The Firm’s Remuneration Policy is consistent with the Firm’s risk management objectives and does not encourage risk taking and promotes a risk averse culture.

3.        SUPPORTING BUSINESS STRATEGY ETC. (SYSC 19G.2.9)

The Firm’s Remuneration Policy is consistent with the Firm’s business strategy, objectives and its culture and values.

4.        AVOIDING CONFLICTS OF INTEREST (SYSC 19G.2.11)

The Firm has a documented Conflicts of Interest Policy and Inventory in order to identify, manage and monitor the Firm’s conflicts. This includes a consideration of any conflicts that may arise in relation to the Firm’s remuneration arrangements.

The Firm promotes a culture of responsible business conduct, which is aligned with the standards of conduct expected under the Senior Managers and Certification Regime. The Firm’s remuneration arrangements are compatible with this philosophy.

The Firm ensures that staff members have an awareness of the Firm’s risk profile and risk tolerance. The Firm’s remuneration arrangements are aligned to this.

After taking into account the Firm’s current controls as described above, the Firm has concluded that remuneration does not present a significant conflict of interest to the Firm’s clients.

5.        NON-EXECUTIVE DIRECTORS (SYSC 19G.2.12)

The Firm does not have any non-executive directors.

6.        GOVERNANCE AND OVERSIGHT (SYSC 19G.3.1)

The Firm’s governing body has reviewed and adopted this Remuneration Policy, pursuant to consulting and taking advice from the Compliance Officer and Risk Officer. It is the Firm’s policy to review and assess the Firm’s Remuneration Policy and procedures on an annual basis or sooner should the business change or other need arises.

It is the Firm’s policy that its Compliance Officer will review the Firm’s compliance with the Firm’s current Remuneration Policy, as part of a risk based compliance monitoring programme.

Taking into account the size, nature, scope and complexity of its activities, The Firm has concluded that it is not appropriate for the Firm to establish and maintain a remuneration committee.

7.        CONTROL FUNCTIONS (SYSC 19G.3.6)

The Firm’s governing body, the members of which collectively have a significant amount of experience in the industry, is responsible for ensuring that the remuneration of those persons in control functions is linked to their performance and achievements, independent of the business areas they control.

8.        FIXED AND VARIABLE COMPONENTS OF REMUNERATION (SYSC 19G.4)

8.1            Categorising Fixed and Variable Remuneration

All of the forms of remuneration can be categorised as either fixed or variable remuneration. There is no third or hybrid category.

8.2            Balance of Fixed and Variable Components of Total Remuneration

The fixed remuneration is determined by market rates.

The Firm has a flexible approach on the variable remuneration component. Variable remuneration ranges from zero to an amount that ensures that the fixed component of total remuneration is sufficiently high.

9.        VARIABLE REMUNERATION

9.1            Remuneration and Capital (SYSC 19G.6.1)

The Firm awards remuneration on the same cycle as the Firm’s financial year. This enables the Firm to consider variable remuneration in the context of the Firm’s financial position, for instance as set out in the audited financial statements.

The Firm has the flexibility to direct resources towards capital building if this is deemed appropriate.

The Firm ensures that it does not award variable remuneration if this were to erode the Firm’s capital base, to the degree that it would be in breach of its requirements under the Overall Financial Adequacy Rule.

9.2            Exceptional Government Intervention (SYSC 19G.6.2)

This does not apply to The Firm.

9.3            Assessment of Performance (SYSC 19G.6.4)

When assessing individual performance to determine the amount of variable remuneration to be paid to an individual, the Firm takes into account financial as well as non-financial criteria

Non-financial criteria:

• Form a significant part of the performance assessment process;

• Override financial criteria, where appropriate;

• Include metrics on conduct, which make up a substantial portion of the non-financial criteria; and

• Include how far the individual adheres to effective risk management and complies with relevant regulatory requirements.

Specifically, individuals are assessed:

• On measures relating to building and maintaining positive customer relationships and outcomes, such as positive customer feedback;

• On performance in line with firm strategy or values, for example by displaying leadership, teamwork or creativity; and

• On adherence to the firm’s risk management and compliance policies

The aforementioned criteria for determining variable remuneration is embedded into the appraisal process of each relevant staff member. This includes documenting the rationale for the form and amount of variable remuneration.