CA Indosuez (Switzerland) SA Annual Report 2022 48 2.6. COMPENSATION AND PROFIT SHARING PROGRAMS FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE a) Introduction CA Indosuez (Switzerland) SA is not subject to the rules, applicable to listed companies, preventing excessive compensation. It does not compensate the members of its Board of Directors in the form of profit sharing. b) Members of the Board of Directors Members of the Board of Directors who are employees of the Crédit Agricole Group are not paid for their Board duties (including the Chairmanship and the Board’s Committees). Members of the Board of Directors who are not employees of the Crédit Agricole Group receive annual fees of an amount determined by the Bank’s Annual Shareholders’ Meeting, payable net of payroll deductions, unless otherwise agreed to at the end of the fiscal year and on a pro rata basis for the period during which they held office. Annual compensation granted to Directors for 2022 was set at CHF 30,000. The Chairman of the audit and risk Committee received additional pay of CHF 10,000 and the members of the Compensation Committee received additional pay of CHF 5,000. c) Members of the Executive Committee The compensation policy of CA Indosuez (Switzerland) SA approved by the Board of Directors is fully in line with the 2022 compensation policy of the Group Indosuez Wealth Management , which itself reflects the compensation policy of the Crédit Agricole Group, while also taking into account local factors. To implement its compensation policy, every year CA Indosuez (Switzerland) SA relies on compensation surveys conducted by one specialized company, in which major financial market employers participate. These surveys make it possible to have insights into changes in the market for nearly all of the bank’s functions and into various compensation factors. In line with the Group’s general principles, the compensation policy for members of the CA Indosuez (Switzerland) SA General Management Committee and Executive Committee is tightly regulated, with rules imposed on the structure of their compensation. It is made up of the basic salary and a discretionary variable component. It is aimed at promoting individual and group performance. Remuneration is structured to ensure that the fixed and variable components are fairly balanced. Variable remuneration is an integral part of the annual compensation of such committees members. It is inspired by principles arising from the FINMA 2010/1 “Remuneration Systems” Circular and the Capital Requirements Directive V (CRD V) and Alternative Investment Fund Managers (AIFM) directives. Thus, above a certain threshold, the variable remuneration of the above mentioned committees members is broken down between an immediately payable portion and a portion deferred for a minimum of 4 years. Deferred variable remuneration is awarded in portion and is composed of at least 50% by instruments backed by Crédit Agricole S.A. shares so as to develop the alignment of value’s creation. The payment of portions of the deferred variable remuneration is subject to performance and presence conditions. The deferred portion changes based on the total variable remuneration allocated for the fiscal year. The higher the variable remuneration, the greater the deferred portion of the total variable remuneration. The system put in place makes it possible to give members of the said committees a stake in the Bank’s medium-term performance and risk management. Each year, the Compensation Committee approves the total fixed and variable pay budget for all members of the Executive Committee.
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