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  • Additional Disclosure Requirements Pertaining to Remuneration

    • PD-1.3.10B

      In addition to the remuneration related disclosure included under Paragraph PD-1.3.10, the following qualitative and quantitative information pertaining to remuneration practices and policies covering the following areas must be disclosed in the annual report:

      (a) The name, composition and mandate of the main body overseeing remuneration;
      (b) Whether external consultants' advice has been sought and by whom in the bank and in what areas of the remuneration process the consultants have been involved;
      (c) The independence of remuneration for staff in risk management, internal audit, operations, financial controls, AML, internal shari'a review/audit and compliance functions;
      (d) The risk adjustment methodologies;
      (e) The link between remuneration and performance;
      (f) The long-term performance measures (deferral, malus, clawback);
      (g) The types of remuneration (cash/equity, fixed/variable);
      (h) Whether the remuneration committee reviewed the bank's remuneration policy during the past year, and if so, an overview of any changes that were made;
      (i) A discussion of how the bank ensures that approved persons engaged in risk management, internal audit, operations, financial controls, AML, internal shari'a review/audit and compliance functions are remunerated independently of the business units they oversee;
      (j) Description of the ways in which the current and future risks are taken into account in the remuneration processes. Disclosures must include:
      (i) An overview of the key risks that the bank takes into account when implementing remuneration measures;
      (ii) An overview of the nature and type of the key measures used to take account of these risks, including risks difficult to measure;
      (iii) A discussion on the ways in which these measures affect remuneration; and
      (iv) A discussion of how the nature and type of these measures have changed over the past year and reasons for the change, as well as the impact of changes on remuneration;
      (k) Description of the ways in which the bank seeks to link performance during a performance measurement period with levels of remuneration. Disclosures must include:
      (i) An overview of main performance metrics for bank, top-level business lines and individuals;
      (ii) A discussion of how amounts of individual remuneration are linked to bank-wide and individual performance; and
      (iii) A discussion of the measures the bank will in general implement to adjust remuneration in the event that performance metrics are weak1;
      (l) Description of the ways in which the bank seeks to adjust remuneration to take account of longer term performance. Disclosures must include:
      (i) A discussion of the bank's policy on deferral and vesting of variable remuneration and, if the fraction of variable remuneration that is deferred differs across employees or groups of employees, a description of the factors that determine the fraction and their relative importance; and
      (ii) A discussion of the bank's policy and criteria for adjusting deferred remuneration before vesting and after vesting through clawback arrangements;
      (m) Description of the different forms of variable remuneration that the bank utilises and the rationale for using these different forms. Disclosures must include:
      (i) An overview of the forms of variable remuneration offered (i.e. cash, shares and share-linked instruments and other forms2); and
      (ii) A discussion of the use of the different forms of variable remuneration and, if the mix of different forms of variable remuneration differs across employees or group of employees, a description of the factors that determine the mix and their relative importance;
      (n) Number of meetings held by the main body overseeing remuneration during the financial year and aggregate remuneration paid to its members;
      (o) Number and total amount of remuneration for approved persons and material risk takers for the financial year split into fixed and variable remuneration;
      (p) Number and total amount of variable remuneration awarded during the financial year, split into cash, shares and share-linked instruments and other;
      (q) Number and total amount of guaranteed bonuses awarded during the financial year;
      (r) Number and total amount of sign-on awards made during the financial year;
      (s) Number and total amount of severance payments made during the financial year, and highest such award to a single person;
      (t) Total amount of outstanding deferred remuneration, split into cash, shares and share-linked instruments and other forms; and
      (u) Total amount of deferred remuneration awarded during the financial year, paid out and reduced through performance adjustments.

      1 This should include the bank's criteria for determining weak performance metrics.

      2 A description of the elements corresponding to other forms of variable remuneration must be provided.

      Amended: April 2016
      Amended: April 2015
      Amended: July 2014
      Added: January 2014

    • PD-1.3.10C

      The disclosure of remuneration practices must cover approved persons and material risk-takers and must be broken down as follows:

      (a) Members of the board of directors;
      (b) Approved persons in business lines;
      (c) Approved persons in risk management, internal audit, operations, financial controls, internal Shari'a review/audit, AML and compliance functions; and
      (d) Material risk-takers not falling under categories (a) to (c).
      Amended: July 2014
      Added: January 2014

    • PD-1.3.10D

      Disclosure requirements for items under Subparagraph PD-1.3.10B (n) to (u) must be provided for the current as well as for the previous financial year.

      Added: January 2014

    • PD-1.3.10E

      Disclosure requirements for items under Subparagraph PD-1.3.10B (o) and (p) may be presented in a table format split between members of the Board and other approved persons, as well as material risk-takers.

      Added: January 2014

    • PD-1.3.10F

      For purposes of Paragraph PD-1.3.10E, the table referred to should be completed separately for:

      (a) Members of the board of directors;

      Total value of remuneration awards
      for the current fiscal year             		Unrestricted
      Fixed remuneration  
          •   Sitting Fees X
          •   Other (please specify) X
      (b) Approved persons in business lines;
      (c) Approved persons in risk management, internal audit, operation, financial controls, internal Shari'a review/audit, AML and compliance functions; and
      (d) Material risk-takers not falling under categories (a) to (c).

      Total value of remuneration awards
      for the current fiscal year             		Unrestricted Deferred
      Fixed remuneration
          •   Cash-based X X
          •   Shares and share-linked instruments X X
          •   Other X X
      Variable remuneration
          •   Cash-based X X
          •   Shares and share-linked instruments X X
          •   Other X X

      Amended: July 2014
      Added: January 2014

    • PD-1.3.10G

      In instances where a bank has no approved persons or material risk-takers whose remuneration is in excess of BD100,000 as per Paragraph HC-5.4.2, the disclosure requirements under Subparagraphs PD-1.3.10B(f), (g), (l), (m), (t) and (u) are not required.

      Amended: July 2014
      Added: January 2014