Singapore legislation

Regulation 24

of Financial Holding Companies (Corporate Governance of Designated Financial Holding Companies with Licensed Insurer Subsidiary) Regulations 2022

Regulation 24

Responsibilities of Board on remuneration

Subregulation 1

The Board of a Tier 2 DFHC (Licensed Insurer) is responsible for —

(a)

recommending a framework for determining the remuneration of the directors of the Tier 2 DFHC (Licensed Insurer);

(b)

recommending a framework for determining the remuneration of the executive officers of the Tier 2 DFHC (Licensed Insurer) that must 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 DFHC (Licensed Insurer) —

(A)

must be aligned to the specific job function undertaken by the executive officer and, where the executive officer undertakes any of the Tier 2 DFHC (Licensed Insurer)’s control job functions, the remuneration package of that executive officer must be determined independently of the business functions of the Tier 2 DFHC (Licensed Insurer);

(B)

must take into account input from the employees in the Tier 2 DFHC (Licensed Insurer)’s control job functions as may be relevant to the specific job function undertaken by the executive officer;

(C)

must be aligned with the risks that the Tier 2 DFHC (Licensed Insurer) undertakes in its business that is relevant to the specific job function undertaken by the executive officer;

(D)

must be sensitive to the time horizon of risks that the Tier 2 DFHC (Licensed Insurer) is exposed to, including ensuring that variable compensation payments must not be finalised over short periods of time when risks are realised over long periods of time;

(E)

must, in relation to the quantum of bonus payable to the executive officer, be linked to his or her personal performance, the performance of his or her specific job function as a whole and the overall performance of the Tier 2 DFHC (Licensed Insurer); and

(F)

must, in relation to the rationale for the mix of cash, equity and other forms of incentives, be justified;

(ii)

the size of the bonus pool of the Tier 2 DFHC (Licensed Insurer) must be linked to the overall performance of the Tier 2 DFHC (Licensed Insurer);

(c)

recommending the remuneration of each director and executive officer of the Tier 2 DFHC (Licensed Insurer) based on the frameworks mentioned in sub‑paragraphs (a) and (b), respectively; and

(d)

reviewing, at least once in each year, the remuneration practices of the Tier 2 DFHC (Licensed Insurer) to ensure that they are aligned with the recommendations made in accordance with sub‑paragraphs (a), (b) and (c).

Subregulation 2

In paragraph (1) —

Definition

“business functions” means the job functions in the Tier 2 DFHC (Licensed Insurer) with licensed insurer subsidiary relating to the conduct of risk taking activities in relation to the business of the Tier 2 DFHC (Licensed Insurer);

Definition

“control job functions” means the following job functions:

(a)

risk control and management;

(b)

finance;

(c)

compliance;

(d)

internal audit;

(e)

human resource;

(f)

actuarial;

(g)

risk control related back office operations.