Compensation Policy Report

2012 Remuneration Policies and Practices Report

Newedge Group SA is subject to the 97-02 CRBF regulation on compensation of financial market professionals.

In accordance with article 43-2 of 97-02 CRBF regulation (as modified), Newedge Group SA has issued its 2012 report relating to remuneration policy and practices. Newedge Group SA is also subject to the AMAFI professional rules relating to compensation of market professionals (version 13 April 2011).

This report is published following the approval of the 2012 financial accounts at the annual shareholder meeting on 11 April 2013. Newedge Group SA (its branches and affiliates on a worldwide basis together “Newedge”) is committed to:

  • award compensation that complies with applicable policies, industry rules and regulations;
  • promote the appropriate behaviour and practices that will deliver good performance, long term value, and accountability;
  • avoid enterprise risk including operational risk, credit risk, legal risk, compliance risk, reputational risk; and
  • ensure compliance with the core principles of Newedge and relevant performance conditions.

Compensation Governance: Subject to the general oversight and authority of the board of directors of Newedge Group SA (the “Board”), the Remuneration Committee (“CoRem”) is responsible for  (i) drawing-up and submitting  to the Board the remuneration of chief executive officer and of its deputy, (ii) giving an opinion  to the  CEO on the remuneration  of other Executive Committee  members, (iii) advising  the board of directors on the compensation policy within Newedge group, including the adoption by the company or by any other entity of the Newedge group, of any employee profit sharing scheme any stock option plan or share incentive scheme, employee retention plans and retirement savings plans and give its opinion on the list of beneficiaries of said plans, (iv) carrying  out any other mission as assigned by the  board.

The CoRem includes representatives of Société Genérale and Crédit Agricole CIB. As of December 2012 the CoRem members are:

  • Francis Canterini
    Chairman of the board of directors of Newedge Group SA
    Deputy Chief Executive Officer of Crédit Agricole CIB
  • Jacques Ripoll
    Vice-Chairman of the board of directors of Newedge Group SA
    Head of Investment Management Services and Investors Services of Société Genérale
  • Jean Yves Hocher
    Member of the board of directors of Newedge Group SA
    Chief Executive Officer of Crédit Agricole CIB

2012 Remuneration policies and principles:

In 2012, the CoRem discussed and proposed to the Board to carry over the deferral plans which are applicable across all entities, functions and business lines.  The CoRem also reviewed the remuneration of senior executives and of management, control and support employees for whom Newedge had proposed total remuneration exceeding EUR 350,000.

Based on the CoRem proposals, the Newedge board of directors (i) ratifies the compensation policy and ensures that it is consistent with the risk management objectives that it sets, (ii) validates the bonus pool used to fund all support and control functions’ discretionary bonus payments; (iii) approves the  CEO  and Deputy CEO compensation packages.

A global bonus pool is used to fund all discretionary bonus payments for support and control functions, including the Executive Committee members (excluding the 3 heads of business lines). The bonus pool is determined after reviewing the performance of Newedge and is approved by the CoRem and the board of directors each year. The CoRem also reviews the bonus pools of a number of other staff in the Business Lines who carry out general management functions (including the 3 heads of business lines).

Guaranteed bonuses are used sparingly, and are limited to exceptional new hires for a maximum of one year.

Conclusion

Newedge ensures that its policy and rules reflect and incorporate sound remuneration practice in each jurisdiction in which it operates in accordance with guidance published by regulatory bodies and/or recommendations made by shareholders’ representatives and industry bodies.