| (1) | Subject to subsection (3), the board of directors of a bank or controlling company shall establish a remuneration committee, consisting only of non-executive directors of the bank or controlling company. |
| (2) | The functions of the remuneration committee shall be to assist the board of directors— |
| (a) | to oversee the compensation system's design and operation; |
| (b) | to exercise competent and independent judgment on compensation policies, processes and practices and the incentives created for managing risk, capital and liquidity; |
| (c) | to evaluate practices by which compensation is paid for potential future revenues in respect of which the timing and likelihood of realization remain uncertain; |
| (d) | to ensure that all relevant decisions are consistent with an assessment of the bank or controlling company's financial condition and future prospects; |
| (e) | to work closely with the bank or controlling company's risk and capital management committee in the evaluation of the incentives created by the compensation system; |
| (f) | to ensure that the bank or controlling company's compensation policy, processes and procedures are in compliance with the relevant requirements specified in the Regulations and such further requirements as may be specified in writing by the Authority; |
| (g) | to conduct an annual compensation review independently of management, which review shall, among other things, assess the bank or controlling company's compliance with the Regulations and such further requirements as may be specified in writing by the Authority; |
| (h) | to ensure that the remuneration of employees in the risk control and compliance functions is determined independently of all relevant business areas, and is adequate to attract qualified and experienced staff; |
| (i) | to ensure that performance measures are based principally on the achievement of the board approved objectives of the bank or controlling company and its relevant functions; and |
| (j) | to consult shareholders. |
| (3) | The Authority may upon written application exempt the board of directors of a bank from the duty to appoint a remuneration committee in respect of a bank if the Authority is satisfied that the remuneration committee appointed in respect of the relevant controlling company, in addition to its responsibilities in respect of that controlling company, is able to also adequately assume the responsibilities of a remuneration committee in respect of that bank. |
[Section 64C inserted by section 34 of Act No. 22 of 2013]
