Remuneration policies

Objet de l’information

Disclosure 2-19 requires an organization to describe the remuneration policies applicable to members of its highest governance body and senior executives. The disclosure is focused on the content of the policies and does not require the organization to report individual remuneration amounts or actual incentive outcomes.

The highest governance body is the governance body with the highest authority in the organization. The term “Board” should be used only where the Board is the organization’s highest governance body. A senior executive is a high-ranking member of management, such as the Chief Executive Officer or an individual reporting directly to the CEO or the highest governance body.

The organization must describe the remuneration policies for both populations, including:

1. fixed pay and variable pay;2. sign-on bonuses or recruitment incentive payments;3. termination payments;4. clawbacks;5. retirement benefits.

Fixed and variable pay can include performance-based remuneration, equity-based remuneration, bonuses, deferred shares and vested shares. Where performance-based pay is used, the organization should explain how remuneration for senior executives is designed to reward long-term performance.

Sign-on bonuses and recruitment incentive payments should be distinguished from ordinary annual or long-term variable remuneration. If the organization does not provide recruitment incentives, it should state this directly.

Termination payments include all payments and benefits provided when the appointment of a highest governance body member or senior executive is terminated. They can include non-cash benefits and automatic or accelerated vesting of incentives. Where termination payments are provided, the organization should explain relevant notice periods, differences from the arrangements for other employees, payments beyond the notice period and any mitigation clauses.

Clawbacks are repayments of compensation already received. They should be distinguished from malus, forfeiture, downward adjustment or cancellation of remuneration that has not yet been received or vested.

For retirement benefits, the organization should explain the differences between the retirement benefit schemes and contribution rates applicable to members of the highest governance body, senior executives and all other employees.

The organization must also describe how the remuneration policies for members of the highest governance body and senior executives relate to their objectives and performance in managing the organization’s impacts on the economy, environment, and people. Where no such relationship exists, the organization should state this directly rather than creating or implying an impact-related incentive.

The content of the remuneration policies is reported under Disclosure 2-19. The process for designing the policies and determining remuneration, including the role of independent governance members, stakeholder views and remuneration consultants, is reported separately under Disclosure 2-20. Annual compensation ratios are reported under Disclosure 2-21.

Actual remuneration amounts, incentive payouts, vesting outcomes, individual termination payments and amounts clawed back are optional additional information and are not mandatory datapoints under Disclosure 2-19.

If a specified remuneration policy or arrangement does not exist, the organization should report this fact directly. Reasons for omission are permitted for Disclosure 2-19 where required information cannot be reported. In that case, the organization must identify the affected requirement and provide an applicable reason for omission and the required explanation in its GRI content index.

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