Remuneration Advisory Board
The Remuneration Advisory Board (“Remuneration Advisory Board”) is set up for Clearstream Holding AG by the Executive Board and, in order to involve the control units in the design and monitoring of compensation systems as per the requirements of §3 of the InstitutsVergV, it includes at least one member from each of Human Resources, Compliance, Risk Management, Legal, Finance and the Compensation Officer. The Audit function is included within the framework of its duties.
The Remuneration Advisory Board is involved in the design and development of Clearstream Group compensation systems covering the remuneration of the employees, the executive employees and the Executive Boards of the Clearstream regulated companies, before the systems are cascaded through the Group and in particular in Clearstream Banking AG and Clearstream Banking S.A.. The Remuneration Advisory Board supports the Company’s efforts to ensure compliance of its compensation system with regulatory requirements and applicable law.
In Germany, the Supervisory Board of Clearstream Banking AG acts as Remuneration Committee for Clearstream Banking AG’s remuneration related matters.
For remuneration matters of Clearstream employees based in Luxembourg, a new Clearstream Remuneration Committee (“Remuneration Committee” or the “CRC”) has been set up. The Remuneration Committee deals with remuneration-related matters within the corporate structure of Clearstream International S.A., Clearstream Banking S.A. and Clearstream Services S.A (hereafter the “Clearstream Luxembourg Companies”).
The main tasks and competencies of the Remuneration Committee are to provide independent support to the boards of directors / supervisory boards of the Clearstream Luxembourg Companies upon matters related to the remuneration of the respective employees and in particular those related to the remuneration of members of the Executive Management, Senior Management in Control Functions (i.e. Risk Management, Compliance, Internal Audit, Financial Accounting & Controlling, Human Resources) and “Risk Takers” under contract with the Clearstream Luxembourg Companies. To do so, the Remuneration Committee meets upon demand and a minimum of once a year. The last meeting of the CRC took place in March 2016.
The Remuneration Committee is composed of five members, including the Chairman, who are appointed by the Board of Directors of Clearstream Holding AG, subject to the approval of the Boards of Directors of the respective Clearstream Luxembourg Companies. The Chairman and the members must hold office in at least one of the Board of Directors or Supervisory Boards in any of the Clearstream Luxembourg Companies and shall not exercise an executive position in a Clearstream Luxembourg Companies at the time of their appointment and until the term of their mandate.
The position held by the members in the different Boards in Clearstream Group and Deutsche Börse Group can be found on the following page.