Remuneration governance

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.

Remuneration Committees

Germany

In Germany, the Supervisory Board of Clearstream Banking AG acts as Remuneration Committee for Clearstream Banking AG’s remuneration related matters.

Luxembourg

For Clearstream employees based in Luxembourg, the Clearstream Remuneration Committee (in the following referred to as “CRC”) of Clearstream Holding AG deals with remuneration-related matters within the corporate structure of the Clearstream Luxembourg Companies (that is, Clearstream International S.A., Clearstream Banking Luxembourg S.A. and Clearstream Services S.A).

The main tasks and competencies of the Remuneration Committee are to provide independent support to the 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 (that is, Risk Management, Compliance, Internal Audit, Financial Accounting & Controlling, Human Resources) and Risk Taker under contract with the Clearstream Luxembourg Companies. To do so, the CRC meets upon demand and a minimum of once a year. In 2016, the CRC met twice (in March and December).

The Remuneration Committee is composed of five members, including the Chairman, who are appointed by the Supervisory Board of Clearstream Holding AG, subject to the approval of the Supervisory Boards of the respective Clearstream Luxembourg Companies. The Chairman and the members must hold office in at least one of the Supervisory Boards in any of the Clearstream Luxembourg Companies and shall not exercise an executive position in any of the Clearstream Luxembourg Companies at the time of their appointment and during the term of their mandate.

Remuneration Committee (RemCo)

Members of the RemCo:

ChairmanAndré Roelants
MembersJeffrey Tessler
Ernst Wilhelm Contzen
Gregor Pottmeyer
Andreas Preuß

Further information on the mandates of the CRC members in the respective entities can be found here.