HC-5 HC-5 Remuneration of Approved Persons
HC-5.1 HC-5.1 Principle
HC-5.1.1
The
licensee must remunerateapproved persons fairly and responsibly.January 2014HC-5.2 HC-5.2 Remuneration Committee
HC-5.2.1
The board should establish a remuneration committee of at least three
directors which should:(a) Review thelicensee's remuneration policies for theapproved persons , which should be approved by theshareholders and be consistent with the corporate values and strategy of thelicensee ;(b) Make recommendations regardingremuneration policies and amounts forapproved persons to the whole board, taking account of totalremuneration including salaries, fees, expenses and employee benefits; and(c) Recommend board member remuneration based on their attendance and performance.January 2014HC-5.2.2
The committee may be merged with the nominating committee.
January 2014HC-5.3 HC-5.3 Remuneration Committee Charter
HC-5.3.1
The committee should adopt a written charter which should, at a minimum, state the duties in Paragraph HC-5.2.1 and other matters in Appendix C of this Module.
January 2014HC-5.3.2
The committee should include only
independent directors or, alternatively, onlynon-executive directors of whom a majority areindependent directors and the chairman is anindependent director . This is consistent with international best practice and it recognises that the remuneration committee must exercise judgment free from personal career conflicts of interest.January 2014HC-5.4 HC-5.4 Standard for all Remuneration
HC-5.4.1
Remuneration ofapproved persons must be sufficient enough to attract, retain and motivate persons of the quality needed to run thelicensee successfully, but thelicensee must avoid paying more than is necessary for that purpose.January 2014Alignment of All Staff Remuneration with Compliance with AML/CFT Requirements
HC-5.5 HC-5.5 Non-Executive Directors' Remuneration
HC-5.5.1
Remuneration ofindependent directors andnon-executive directors must not include performance-related elements such as grants of shares, share options or other deferred stock-related incentive schemes, bonuses, or pension benefits.January 2014HC-5.6 HC-5.6 Senior Management's Remuneration
HC-5.6.1
Remuneration ofsenior management must be structured so that a portion of the total is linked to thelicensee's and individual's performance and aligns their interests with the interests of theshareholders .January 2014HC-5.6.2
Such rewards may include grants of shares, share options and other deferred stock-related incentive schemes, bonuses, and pension benefits which are not based on salary.
January 2014HC-5.6.3
If a
senior manager is also adirector , hisremuneration as asenior manager must take into account compensation received in his capacity as adirector .January 2014HC-5.6.4
All share incentive plans must be approved by the
shareholders .January 2014HC-5.6.5
All performance-based incentives should be awarded under written objective performance standards which have been approved by the board and are designed to enhance
shareholder and thelicensee's value, and under which shares should not vest and options should not be exercisable within less than two years of the date of award of the incentive.January 2014HC-5.6.6
All plans for performance-based incentives should be approved by the
shareholders , but the approval should be only of the plan itself and not of the grant to specific individuals of benefits under the plan.January 2014