Remuneration policy

CONTENTS

  1. Remuneration policy and goals
  2. Remuneration policy principles
  3. Risk takers
  4. Monitoring and assessment of remuneration policies
  5. Disclosure of remuneration information

1. REMUNERATION POLICIES AND GOALS

These general principles define the principles and requirements of Taaleri Group's remuneration policies. This document and the documented remuneration policies are the basis of Taaleri Group’s rewarding.

The goals of the remuneration policies are to encourage and reward personnel for the actions following Taaleri Group’s current strategy and rules, as well as to motivate personnel to strive for the success of Taaleri Group. Taaleri Group’s remuneration policy consists mainly of the fixed base salary, shareholdings, performance rewards, and for some employees, possible sales commissions.

The remuneration policy must be documented in writing and approved by the Board of Directors of Taaleri Plc before it is deployed or changed. The Board of Directors must also decide on the ratio of fixed and variable remuneration and the maximum limit of the variable remuneration. The CEO presents to the Board of Directors the proposition for the remuneration policies and their changing. Taaleri Group does not have a Remuneration Committee, since taking into consideration the size, type of activities, scope and limited supply of services of the Group, the Committee is not so far deemed to be necessary.

Taaleri Plc’s Board of Directors must approve in advance the amounts and grounds, as well as possible financial instruments used in the payment of remunerations for an earning period. The Board of Directors also assesses how the above-mentioned financial instruments may be matched with long-term capital needs.

These general principles of remuneration policies are valid from the date they are confirmed by the Board of Directors in its meeting until the date they are specifically changed.


2. GENERAL PRINCIPLES OF REMUNERATION POLICIES

The remuneration policies used in Taaleri Group must follow, for example, the following regulations: EU Capital Requirements Directive, EU Capital Requirements Regulation, the European Securities and Markets Authority (ESMA) guidelines on remuneration, as well as the existing interpretations and regulations of the Financial Supervisory Authority. The remuneration policies must follow the following principles:

- The remuneration policy must conform to Taaleri Group’s business strategy, goals and values and correspond to the Group’s long-term interest and facilitate the risk management.

- The remuneration policy must be organised in a way that it will not encourage risk taking exceeding Taaleri Group's risk-bearing capacity.

- The remuneration policy must not lead to actions which would attempt to take risks harming possibly either Taaleri’s clients or the company itself.

- The remuneration policy may not lead to a situation where the ratio of the variable remuneration of the whole remuneration is particularly large and the loss of the variable remuneration would be unreasonable for the remuneration beneficiary.

- The maximum amount of the variable remuneration is equal to the amount of one year's fixed salary, unless the General Meeting of Shareholders decide otherwise.

- The remuneration policy must contain a notice of, and the remuneration receiver must commit to it that the receiver may not use financial instruments or insurances to protect against risks related to the remuneration policy.

- The remuneration of persons working in monitoring operations may not be dependent on the result of the business unit he is monitoring. The remuneration of persons working in monitoring operations may be dependent on the result of the Taaleri Group as a whole. Taaleri Plc’s Board of Directors pays special attention to the remuneration of persons working in monitoring operations.

- Principles of variable remuneration:

                • The variable remuneration must be based on the following: overall assessment of the performance of the remuneration beneficiary and the business unit or company in question, Taaleri Group’s and individual company’s overall result and its development. The variable remuneration must also conform to the financial and non-financial factors. When assessing the performance, one has to assess how the performance or the result has developed in the long-term.
                • The amount of the variable remuneration must take into account the known risks at the time of the assessment, the cost of capital and the required liquidity position.
                • The variable remunerations must be based, where possible, on the client’s interest and client’s result.
                • In addition to quantitative criteria, qualitative criteria should be applied to the variable remuneration. These include compliance with the rules of procedure, assessment of financial instruments suitability, compliance with internal procedures, fair treatment of clients and the clients' satisfaction.
                • The remuneration policies must define capital adequacy limits. When these limits are not met, Taaleri Group may decide to withhold payment of the variable remuneration in whole or in part.
                • The conditions of the remuneration policy must allow Taaleri Group not to pay variable remuneration in whole or in part, if the sufficiency of Taaleri Group’s own funds would be compromised.
                • Taaleri strives to pay persons with customer responsibility equal incentive bonuses for all sold products in order make sure that the right product is sold to the customer.
                • The remuneration policy must define the time periods, when the amount of the variable remuneration is assessed and defined, changed in case of realised risks and is due for payment. Also, the possibility to withhold the payment of the variable remuneration must be defined.
                • The variable remuneration does not include income received due holding (dividend).
                • If the annual variable remuneration of a risk taker exceeds 50.000 euros, 50% of the total amount of the variable remuneration must be paid after the end of the earning period during the next three years in equal instalments.
                • The variable remuneration’s deferred payment applies only to risk takers defined in Section 4.
                • At least half of the variable remuneration is paid with Taaleri Plc share.
                • The remuneration policy must define the waiting period related to the financial instruments. The waiting period must match the deferral period.

3. Risk takers

A person should be classified as a risk taker if he can in his position, without client’s specific commission, take independent decision affecting the position of Taaleri or take independent decisions within the limits defined by the company and cause major risks to Taaleri Group with the above mentioned actions. In Taaleri Group these persons are:


The remuneration policies must include notice of the persons classified as risk takers or include a justification for the interpretation that the professional activities of the person in question cannot pose a significant risk for Taaleri Group.

The human resources unit maintains a list of the persons classified as risk takers according to this section. The list also contains information of the remunerations they have received.


4. MONITORING AND ASSESSMENT OF REMUNERATION POLICIES

Compliance function shall assess annually whether the rules of the remuneration policies have been followed. Compliance function shall report directly to Taaleri Group’s Board of Directors.

5. DISCLOSURE OF REMUNERATION INFORMATION

Taaleri Group publishes information on its remuneration schemes and practices, in accordance with the EU Capital Requirements Regulation.