In 2017, Bank Insinger de Beaufort N.V. and Theodoor Gilissen Bankiers N.V. operated as independent banks for nine months prior to their merger on 1 October 2017. It was therefore decided to apply the existing remuneration policies of both banks to employees throughout 2017. The Performance Management Process over 2017 for former Bank Insinger de Beaufort N.V. (“IdB”) employees was conducted based on the old IdB remuneration policy and corresponding processes, while the Performance Management Process over 2017 for former Theodoor Gilissen Bankiers N.V. (“TGB”) was conducted based on the old TGB remuneration policy and corresponding processes. The Board of Directors and Supervisory Board of InsingerGilissen Bankiers N.V. have approved the outcomes of the two processes and ensured that both processes have been conducted in line with applicable laws and legislation.
This approach enables InsingerGilissen to apply a transparent remuneration policy that also ensures that the interests of both clients and the bank are served. The policy reflects the strategy, objectives, values and long-term interests of the banks and eliminates any conflicts of interest. It also contributes to effective risk management and prevents risks being taken that would be unacceptable to the bank. The policy is also directed at preserving the integrity and solidity of InsingerGilissen as a bank and as part of the Group, with a view to their interests in the long term.
The main elements of the implemented remuneration policy are:
For former Theodoor Gilissen employees, based on the old TGB remuneration policy any variable remuneration may not exceed 20% of the employee’s fixed annual salary. For former Insinger de Beaufort employees, based on the old IdB remuneration policy the total amount of any variable remuneration in the year in question may not exceed 20% of the fixed annual salaries of all former IdB employees;
With a view to InsingerGilissen meeting the criteria of good governance, the Board of Directors and Supervisory Board have discretionary powers to award no variable remuneration or to reduce it in the event of undesirable incidents, e.g. relating to risk management and compliance;
Based on the importance that InsingerGilissen attaches to good governance and the code of conduct that derives from this, the Board of Directors and Supervisory Board have discretionary powers to award no variable remuneration or to reduce it in the event that an employee has acted contrary to the code of conduct that is aligned with the principles of good governance;
No variable remuneration is awarded over the year in question to employees who fail to perform satisfactorily;
InsingerGilissen has the option of adjusting the variable remuneration (in retrospect) or of recovering it (claw-back) in the circumstances laid down in the applicable laws and legislation;
Guaranteed variable remuneration is prohibited. No compensation or severance pay may be paid in certain circumstances.
InsingerGilissen started to draw up a new InsingerGilissen remuneration policy from the date of the merger on 1 October 2017. Detailed discussions on this new policy have been held with all the stakeholders (shareholders, Supervisory Board, Board of Directors, employees and social partners) throughout 2018. The new InsingerGilissen remuneration policy is expected to be finished at the end of 2018 or in early 2019. The Performance Management Process over Performance Year 2018 will be conducted, and remuneration proposed, based on this new policy, which also fits within the parameters of the KBL Group Remuneration Policy.We will publish the new InsingerGilissen remuneration policy on our website.