2.3.1 Composition of the remuneration committee

In line with Article 33(1) of Directive (EU) 2019/2034, the remuneration committee consists of members of the management body that do not have any executive function and, where applicable, employee representatives. Only those staff members are considered as members of the remuneration committee, even if other staff were to participate at their meetings. The remuneration committee must be gender balanced.

The chair and the majority of members of the remuneration committee should qualify as independent¹⁵ . If employee representation on the management body is provided for by national law, it must include one or more employee representatives. Where there is an insufficient number of independent members, investment firms should take particular care when implementing other measures to limit conflicts of interest in decisions on remuneration issues.

¹⁵ Independence as set out in the EBA guidelines on internal governance point 5.6 and see also the joint EBA-ESMA guidelines on the assessment of the suitability of members of the management body and key function holders

Members of the remuneration committee should have collectively appropriate knowledge, expertise and professional experience concerning remuneration policies and practices, risk management and control activities, namely with regard to the mechanism for aligning the remuneration structure to investment firms’ risk and capital profiles.