11. Remuneration of members of the management and supervisory function of the management body

The remuneration of the members of the management body in its management function (hereafter ‘management function’) should be consistent with their powers, tasks, expertise and responsibilities.

In order to properly address conflicts of interest and without prejudice to paragraphs 185 and 186, members of the supervisory function should be compensated for this role only with fixed remuneration. Incentive-based mechanisms based on the performance of the investment firm should be excluded. The reimbursement of costs to members of the supervisory function and the payment of a fixed amount for working hours or days, even if the time to be reimbursed is not predefined, are considered as fixed remuneration.

Where the supervisory function in exceptional cases is awarded variable remuneration, the variable remuneration and risk alignment should be strictly tailored to the assigned oversight, monitoring and control tasks, reflecting the individual’s authorities and responsibilities and the achievement of objectives linked to their functions.

Where variable remuneration is awarded in instruments, appropriate measures should be taken to preserve the independence of judgement of those members of the management body, including the setting of retention periods until the end of the mandate.