25.—(1) The Board of the Tier 2 insurer shall be responsible for —
(a)
recommending a framework for determining the remuneration of the directors of the Tier 2 insurer;
(b)
recommending a framework for determining the remuneration of the executive officers of the Tier 2 insurer which shall include the following elements and factors in the design and operation of the framework:
(i)
the remuneration package of each executive officer of the Tier 2 insurer —
(A)
shall be aligned to the specific job function undertaken by the executive officer and, where the executive officer undertakes any of the Tier 2 insurer’s control job functions, the remuneration package of that executive officer shall be determined independently of the business functions of the Tier 2 insurer;
(B)
shall take into account input from the Tier 2 insurer’s control job functions as may be relevant to the specific job function undertaken by the executive officer;
(C)
shall be aligned with the risks that the Tier 2 insurer undertakes in its business that is relevant to the specific job function undertaken by the executive officer;
(D)
shall be sensitive to the time horizon of risks that the Tier 2 insurer is exposed to, which includes ensuring that variable compensation payments shall not be finalised over short periods of time when risks are realised over long periods of time;
(E)
shall, in relation to the quantum of bonus payable to the executive officer, be linked to his personal performance, the performance of his specific job function as a whole and the overall performance of the Tier 2 insurer; and
(F)
shall, in relation to the rationale for the mix of cash, equity and other forms of incentives, be justified; and
(ii)
the size of the bonus pool of the Tier 2 insurer shall be linked to the overall performance of the Tier 2 insurer;
(c)
recommending the remuneration of each director and executive officer of the Tier 2 insurer based on the frameworks referred to in sub-paragraphs (a) and (b), respectively; and
(d)
reviewing, at least once in each year, the remuneration practices of the Tier 2 insurer to ensure that they are aligned with the recommendations made in accordance with sub-paragraphs (a), (b) and (c).
(2) In paragraph (1) —
“business functions” means the job functions in the Tier 2 insurer that conduct risk-taking activities in relation to the business of the Tier 2 insurer;
“control job functions” means the following job functions: