Remuneration Policy BG

(Amended by resolution of 24.08.2022)

I. GENERAL PROVISIONS

Article 1. (1) (amended by resolution of 24.08.2022) The Remuneration and Incentive Policy (the Remuneration Policy) is aimed at establishing a common framework for management of remunerations in II Ever Financial AD in all their forms, such as salaries and other financial and material incentives, including retirement-related benefits, for the following staff categories:

1. members of the management and the supervisory body and the top management staff;
2. employees whose work is related to risk taking;
3. employees who perform supervisory functions, and
4. all employees whose remunerations are at least equal to the lowest remuneration payable to the staff categories under items 1 and 2 and whose professional activity has material impact on the risk profile of the investment intermediary or of the assets managed thereby.

(2) This policy is designed in accordance with the requirements of Chapter Two, Section V of Ordinance No 50 on the capital adequacy, liquidity of investment intermediaries and on the supervision of their compliance (Ordinance No 50), and article 27 of Delegated Regulation No 2017/565. This policy is adopted in accordance with Ordinance No 58 of 28.02.2018 on the requirements for protection of financial instruments and cash of clients, on product management and on provision or receipt of remunerations, fees and other financial or non-financial benefits.

Article 2. (1) The Remuneration Policy complies with the nature, scale and complexity of the business, internal organization and scope of investment services and activities provided by the II and the following principles shall apply:

1. the Remuneration Policy is clearly documented and proportionate to the scale, internal organization and the nature, as well as the scope and complexity of the investment intermediary’s business;
2. the Remuneration Policy is gender-neutral policy;
3. the Remuneration Policy complies with the reasonable and effective risk management and encourages such behaviour;
4. the Remuneration Policy complies with the business strategy and objectives of the investment intermediary and corresponds to the long-term consequences of the investment decisions made;
5. the Remuneration Policy comprises measures for avoiding conflicts of interests, encourages the responsible business activity and promotes awareness on risk and prudential risk taking;
6. the employees who perform supervisory functions are independent from the functions of the investment intermediary they supervise, they have the necessary authorisations and receive remuneration, depending on the achievement of objectives related to their functions, irrespective of the performance of the structural units they supervise;
7. the remuneration of the heads of the Risk Management Department and the Internal Control Department are directly controlled by the II’s Board of Directors, as far as it has not established remuneration committee and has a one-tier management system, i.e. it does not have a supervisory body.
8. the Remuneration Policy sets out individual criteria for determining:

а) the base fixed remuneration, which mostly reflects the professional experience and the responsibilities within the organization, as set out in the employee’s job description as part of the terms and conditions of their employment contract or management contract;

1. b) variable remuneration, which reflects the sustainable and risk-adjusted performance of the employees, as well as the business results exceeding the requirements as set out the employee’s job description as part of the terms and conditions of their employment contract or management contract;
2. the fixed component (fixed remuneration) represents the prevailing share of the total remuneration thus allowing to apply entirely flexible policy in terms of variable components (variable remuneration) of the remuneration, including the option not to pay variable remuneration components.

(2) The investment intermediary implements and applies the principles under paragraph 1 in a way that is appropriate to its scale and internal organization and to the nature, scope and complexity of its business.

(3) This Policy shall encourage responsible business conduct, faire treatment of clients, including upon occurrence of conflicts of interest.

Article 3. (1) The amount of remunerations is directly affected by the major principle of risk consideration and is bound with the capital planning, liquidity and maintenance of stable capital base.
(2) (amended by resolution of 24.08.2022) The objective of the Remuneration Policy of II Ever Financial AD is to attract and keep highly qualified, motivated and quality employees.

(3) Fair and non-discriminatory attitude is a compulsory principle of the Remuneration Policy.
(4) (amended by resolution of 24.08.2022) Subject to the dynamic environment and constantly changing labour markets, II Ever Financial AD intends to offer competitive remunerations. Therefore, it needs not continuously monitor the conditions on the labour market in the financial sector and to adapt to its practices.

Article 4 (1) The Remuneration Policy is aimed at and guarantees that the clients of II are treated correctly and the remunerations payable by the II do not infringe their interests in short-, medium- and long-term plan.

(2) The main principle in the adoption and implementation of this policy is to ensure the lack of conflicts of interest or incentives as a result of which the relevant persons might prefer their own interests or the interests of the intermediary in potential prejudice to one or another client.

II. REMUNERATION POLICY

Article 5. (amended by resolution of 24.08.2022) The Board of Directors of II Ever Financial AD adopts this policy in agreement with the Internal Control Department. The nature, scale and complexity of the investment intermediary’s business, internal organization structure and the scope of provided investment services and activities have been taken into account in the course of its designing.

ІІІ. TYPES OF REMUNERATIONS PAID BY THE INVESTMENT INTERMEDIARY

Article 6. (1) In accordance with applicable regulations, remunerations are divided into fixed and variable remunerations.

(2) Fixed remunerations are payments defined in accordance with the professional experience and the functional responsibilities for the job as specified in the employee’s job description as part of the terms and conditions of their employment contract or management contract, and correspond to the objectives of the job, the hierarchy level and the other factors for provision of professional service as defined in the job description or a group of functions.

(3) Variable remunerations are additional payments or incentives that are bound with the constant business results and correspond to the risks taken and to the performance that exceeds  the requirements as set out in the employee’s job description as part of the terms and conditions of their employment contract or management contract.

Article 7. Variable remuneration reflects the sustainable and risk-adjusted performance of the employee, as well as the business results exceeding the requirements as set out the employee’s job description as part of the terms and conditions of their employment contract or management contract.

Article 8. (1) The company defines wage levels of the employees, which allows it to higher qualified and experienced staff for the relevant jobs.

(2) Remunerations are formed in a way that no direct correlation exists between the remuneration of persons principally carrying out one activity and the remuneration of persons principally carrying out another activity for the company, or the revenue generated by the latter.

(3) The basic wage refers to the remuneration for performance of the assignments, duties and responsibilities as set out in the job description of the relevant employees, according to the duration of the performance.

(4) In accordance with the Labour Code, additional remunerations of fixed nature comprise:

1. remuneration for educational and/or academic degree;
2. for acquired length of service and professional experience;
3. additional remunerations, depending on the time worked out, night shifts, shift work, etc.

(5) The amount of fixed remuneration is determined in the individual contract in accordance with the applicable labour and/or social security legislation.

(6) Fixed remuneration is paid by means of bank transfer.

(7) The minimum amount of basic wage is equal to the statutory defined minimum monthly insurable income for the respective occupation.

(8) The criteria for determining the amount of fixed remuneration are as follows:

1. complexity and weight of assigned duties;
2. professional experience;
3. functional responsibilities for the job;
4. parameters of the working environment;
5. employee’s level of education;
6. level in the corporate structure they take;
7. imposed restrictions (such as prohibition to perform specific activities or actions, incompatibility for taking a job under additional employment contract, etc.).

(9) The company may unilaterally increase the employee’s fixed remuneration.

(10) Fixed remuneration may be decreased by signing supplementary agreement to the employee’s individual contract.

(11) Fixed remuneration is calculated in accordance with the implemented payment systems and the covenants of the employee’s individual contract, whereas the fixed remuneration is calculated on monthly basis.

(12) The basic wage is paid once every month.

(13) Additional remunerations of fixed nature are paid together with the final payment of the basic wage.

(14) Any contract termination-related compensations shall be paid only in case such compensations are payable subject to the grounds for termination and in accordance with the requirements of the Labour Code.

Article 9. (1) (amended by resolution of 24.08.2022) In accordance with this Policy, the Board of Directors of II Ever Financial AD shall only define the fixed remuneration, which is detailed in the employment contracts of the persons employed thereby. If a person is a party to a service contract with IP Ever Financial AD, their remuneration shall be defined in the contract. The remunerations of the Board of Directors shall be defined in their management contracts, and of the procurator – in the procuration contract.

Article 10 (1) The investment intermediary does not pay and does not fix variable remuneration and does not foresee any retirement-related benefits.

(2) (amended by resolution of 24.08.2022) If the Board of Directors of II Ever Financial AD shall adopt resolution for distribution of variable remuneration, the requirements of articles 25-29 of Ordinance No 50 must be complied with in this particular case.

Article 11. The Board of Directors does not fix guaranteed variable remuneration due to the fact that such remuneration is incompatible with the reasonable risk management and with the principle of performance-based payment. Fixing of guaranteed variable remuneration is not subject matter of any future remuneration plans.

Article 12. (amended by resolution of 24.08.2022) II Ever Financial AD does not use any exceptional state aid. Therefore, article 24 of Ordinance No 50 is not applicable.

Article 13. (1) Employees who perform supervisory functions are independent from the investment intermediary’s employees who are subject to such supervision. Such employees shall have appropriate powers and shall receive remunerations corresponding to the level of achievement of the objectives related to their functions, irrespective of the performance of the structural units they supervise. Within the meaning of this paragraph, appropriate powers shall include the relevant employee’s opportunity to access II’s information, documentation and the provision of full assistance by the other company’s employees, the procurator and the members of the Board of Directors in pursuing its business.

(2) The remuneration of the head of the Internal Control Department and the head of the Risk Management Department /if any/ shall be supervised directly by the company’s Board of Directors.

Article 14. Investment intermediary’s employees and the persons employed under service contracts and management contracts are prohibited to use personal hedging or insurance strategies related to the remunerations or responsibility for the purposes of mitigating the effect of consideration of the risk attributable to their remunerations.

Article 15. The amount of fixed remunerations may be updated on annual basis and on the basis of obtained market information about the expected changes in the remunerations on the labour market in the field of the II’s business and must be taken into account during the budgeting period.

ІV. DISCLOSURE OF INFORMATION

Article 16. (1) In relation to the Remuneration Policy, the investment intermediary provides the Commission with and publicly announces the day of publication of its financial statements, at least the information under article 51, first paragraph, subitems “c” and “d” of Regulation (EU) 2019/2033, including the aspects related to gender neutrality and gender pay gaps – for those categories of staff whose professional activities have material impact on the investment intermediary’s risk profile. The Commission provides information under the preceding sentence to EBA and uses it to compare the trends and practices of remunerations.

(2) The investment intermediary observes EBA’s guidelines for implementing reasonable remuneration policy and EBA’s guidelines for gender-neutral remuneration policies, where the Commission has made decision to apply them in its supervisory practice.

(3) The investment intermediary provides the Commission with information about the number of natural persons employed thereby whose remunerations for the financial year are in the amount of the BGN equivalent of EUR 1 million or more, with breakdown by levels of the BGN equivalent of EUR 1 million, including information about their official duties, the relevant field of activity and the key elements of the wage, bonuses, long-term remunerations and pension contributions.

(4) Upon request, the investment intermediary provides the Commission with data for the total remuneration of each member of the management or supervisory body as well as of each top-management employee.

(5) The Commission submits the information under paragraphs 1 and 2 to EBA.

(6) The investment intermediary observes EBA’s guidelines on facilitating the application of paragraphs 1 – 3 and on ensuring consistency of collected information, where the Commission has made decision to apply them in its supervisory practice.

V. POLICY ON INCENTIVES, REMUNERATIONS, FEES AND NON-FINANCIAL BENEFITS RECEIVED BY THE INVESTMENT INTERMEDIARY

Article 17. (1) In relation to the provision of investment or ancillary services to a client, the II shall not be entitled to pay and provide and receive, respectively, any remuneration, fee or non-financial benefit, except for in the cases under article 72, paragraph 2 and article 73, paragraph 1 of MFIA.

(2) The payment or provision, respectively, of the remuneration, fee or non-financial benefit is aimed at improving the quality of the service and is not in prejudice with the II’s obligation to act fairly, correctly, professionally and in the best interest of the client, when:

1. this is justified by the provision of ancillary service or high-value service to the relevant client, which is commensurate with the scope of received incentive;
2. this is not directly in favour of the receiving investment intermediary, its shareholders or employees, without providing material benefit for the relevant client as well;
   3. the incentive is justified by the provision of benefit for the relevant client.

(3) The fulfilment of the requirement under paragraph 2, item 1 may comprise:

1. provision of investment advice, which is not independent, with regard to a wide range of appropriate financial instruments, as well as access to the same range of instruments, including sufficient number of instruments offered by third parties – product suppliers who are not investment intermediary’s related parties;
2. provision of investment advice, which is not independent, and proposing the client to have an annual assessment made whether the financial instruments the client has invested in are still appropriate for them, or in combination with another service that is probably beneficial for the client, such as advice with regard to possible optimal allocation of the client’s assets;
3. provision of access in case of competitive prices to a wide range of financial instruments that probably meet the client’s needs, including sufficient number of instruments offered by third parties – product suppliers who are not investment intermediary’s related parties, in combination with provision of funds with added value, such as funds for access to objective information, support for the relevant client upon making investment decisions, or giving the client the opportunity to monitor, model and adjust the scope of financial instruments they have invested in, or with provision of regular reports on financial instruments’ yield and their related costs and fees.

(4) The remuneration, fee or non-financial benefit do not improve the quality if the provision of the relevant services to the client has been infringed or is partial as a result of the remuneration, fee or non-financial benefit.

(5) The improved quality of the service provided by the II must be proportionate to the remuneration, fee or non-financial benefit received from the intermediary.

Article 18. (1) II shall retain evidence that all remunerations, fees or non-financial benefits provided or received thereby are aimed at improving the quality of the relevant service for the client.

(2) For the purposes of implementing paragraph 1, II shall maintain archive and records of information for all remunerations, fees or non-financial benefits it has received from a third party with regard to the provision of investment or ancillary services. This information shall be kept in the Accounting Department.

(3) II shall keep records how the remunerations, fees or non-financial benefits provided or received by the investment intermediary and those that the investment intermediary intends to use improve the quality of services provided to the relevant clients and for the measures undertaken to avoid infringing its obligation to act fairly, correctly and in the best interest of the client.

Article 19. (1) Before the provision of the investment or ancillary service, the investment intermediary provides the client with information in accordance with article 73, paragraph 1, item 2, subitem “b” of MFIA for each payment or each benefit received from or provided to third parties.

(2) The information under paragraph 1 may describe minor non-financial benefits in general, and the other non-financial benefits provided or received by the II with regard to the investment service provided to the client must be valued and disclosed on individual basis.

(3) When the II has failed to determine in advance the amount of each payment or each benefit to be received or paid, but has disclosed to its clients the method of calculation of the amount instead, the intermediary also provides its clients with subsequent information for the exact amount of payment or benefit that have been provided or received.

(4) At least once a year, while receiving incentives related to the investment services provided to the relevant clients, the II provides each of its clients with information about the actual amount of payments or benefits that have been provided or received. The information may describe minor non-financial benefits as a summary.

(5) While implementing paragraphs  1 – 4, the investment intermediary observes the requirements of article 71, paragraph 5 of MFIA and article 50 of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/ЕU of the European Parliament and of the Council as regards organizational requirements and operating conditions for investment firms and defined terms for the purposes of that directive (Regulation (EU) No 2017/565) (OJ, L 87/1 of 31.03.2017).

(6) When more than one investment intermediary participates in a distribution channel of financial instruments, each of the investment intermediaries that provides investment or ancillary service fulfils its obligations to provide its clients with the information in accordance with paragraphs 1 – 5.

VI. REQUIREMENTS UPON PROVISION OR RECEIPT OF REMUNERATIONS, FEES OR OTHER FINANCIAL OR NON-FINANCIAL BENEFITS WITH REGARD TO INDEPENDENT INVESTMENT ADVICE OR PORTFOLIO MANAGEMENT

Article 20. The investment intermediary shall adopt and implement this policy thus ensuring that all remunerations, fees or financial benefits provided or received by a third party or by a person acting on behalf of a third party with regard to the provision of independent investment advice or portfolio management are distributed and transferred to the client.

Article 21. (1) When the II provides independent investment advice or portfolio management, II fully transfers to the client all remunerations, fees or financial benefits paid or provided by a third party or by a person acting on behalf of a third party with regard to the services provided to this client as soon as possible after their receipt but not later than 5 business days of the receipt thereof.
(2) The II shall inform its clients about the remunerations, fees or financial benefits that have been transferred to them by means of regular statements or otherwise on permanent carrier.

Article 22. (1) When the II provides independent investment advice or portfolio management, it is not entitled to accept non-financial benefits, unless as an exception and if they meet the requirements of acceptable minor non-financial benefits under paragraphs 2 – 4.

(2) Acceptable minor non-financial benefits shall mean benefits that are reasonable and proportionate and in amount where it is less probable to influence the investment intermediary’s conduct in a way that is in prejudice with the interests of the relevant client.

(3) Acceptable minor non-financial benefits shall only comprise benefits that provide:

1. information or documentation related to a financial instrument or investment service that is of general nature and is not customized to reflect the circumstances of an individual client;
   2. written materials from a third party that have been ordered or paid by a corporate issuer or potential issuer for the purposes of promoting a new issue of the company, or when a contract has been signed with a third party and such third party has been paid by the issuer to prepare such materials on ongoing basis, provided their relationships are clearly disclosed in the materials and provided that the materials are simultaneously submitted to all investment intermediaries who want to receive them or to the wide public;
2. participation in conferences, workshops and other training events about the benefits and characteristics of a specific financial instrument or investment service;
3. entertainment expenses of reasonable minimum value, such as meals and drink costs for business meetings, conferences, workshops or other training events as set out under item 3.

(4) Before providing the clients with the relevant investment or ancillary services, the II shall disclose information about the minor non-financial benefits. The information may describe minor non-financial benefits more generally.

VII. REQUIREMENTS TO THE PROVISION OR RECEIPT OF REMUNERATIONS, FEES OR OTHER FINANCIAL OR NON-FINANCIAL BENEFITS WITH REGARD TO SURVEY.

Article 23. (1) Carrying out a survey by a third party for II, where the II provides its clients with portfolio management or other investment or ancillary services, shall not be considered an incentive if received in return of:

1. direct payments with investment intermediary’s funds; or
2. payments from investment intermediary’s separate account for survey payments, which is funded by a special survey fee charged to the client, and provided that the requirements under paragraph 2 of this article and the requirements of article 24, paragraph 1 and article 25, paragraph 1 of this policy are met.

(2) II shall control and be responsible for the account for survey payments under paragraph 1, item 2.

(3) II may assign the management of the account for survey payments under paragraph 1, item 2 to a third party, provided such arrangement shall facilitate the purchase of a survey from a third party and the payments to survey providers in the name of the investment intermediary, without causing undue delay in accordance with the investment intermediary’s internal rules and procedures.

Article 24. (1) II shall allocate a survey  budget and shall regularly review such budget in accordance with the following internal procedure: the financial analyzer and/or the investment consultant shall notify the Board of Directors for the need of surveys to be carried out by third parties by the end of November of the current calendar year. By the 15^th day of December of the current calendar year, the Board of Directors shall consider the proposals so made and may request additional information and instruct the search of other offers as well. By the end of December of the current calendar year, the Board of Directors shall adopt the survey budget for the next calendar year. The budget is subject to regular review by the Board of Directors once every three months.

(2) The investment intermediary shall adopt and implement the following internal procedure for reimbursement of funds to clients, being a surplus in the account under  article 23, paragraph 1, item 2: In case there shall be a surplus in the account at the end of the calendar year, the Accounting Department calculates what portion of such surplus should be reimbursed to clients, depending on the fees paid thereby. If the clients have agreed so in advance, the surplus shall be offset from the survey budget and the survey fee, which is calculated for the next calendar year. In case a client shall not agree with such offset and has not given their prior consent, the respective portion of the surplus shall be reimbursed to an account specified to the II.

Article 25. (1) Once a year, by the end of January of the next year, the Board of Directors shall assess the quality of purchased surveys based on clear quality criteria and their ability to contribute for better investment solutions.

(2) When II buys surveys, the Board of Directors shall adopt and implement policy governing the regular assessment under paragraph 1.

(3) The policy under paragraph 2 shall set the extent to which the surveys bought through the account for survey payments may ensure benefits for the clients’ portfolios, including by taking into account, where appropriate, the investment strategies applicable to different types of portfolios, and the approach to be used by the intermediary for fair allocation of these costs among the portfolios of individual clients.

(4) When the Board of Directors has adopted the policy under paragraph 2, the II shall communicate this policy to its clients.

Article 26. (1) The survey fee under article 23, paragraph 1, item 2 shall: 1. depend only on the survey budget allocated by the investment intermediary for the purposes of identifying the need of carrying out a survey by a third party with regard to the investment services provided to its clients, and

2. not be related with the scale and/or value of the transactions made in the name of the clients.

(2) When the survey fee is not collected on separate basis but is paid together with the transaction fee, the survey fee must be clearly identifiable and the requirements of article 23, paragraph 1, item 2 and paragraph 2, article 24, paragraph 1, article 25, paragraph 1, and article 27, paragraph 1 must be met.

(3) In the contract with its clients, the II shall agree upon the survey fee, as set out in the survey budget, as well as the frequency at which it will be charged against the client’s funds during the year.

(4) The total amount of survey fees received may not exceed the survey budget.

Article 27. (1) When the II uses account for survey payments, it shall communicate to its clients:

1. before providing the client with the investment service, information about the survey amount planned in the budget and the amount of the approximate survey fee the client will be charged with,
2. once a year, information about all client’s costs with regard to third party’s surveys.

(2) When using account for survey payments, upon client’s request or upon request of the deputy chair of the Financial Supervision Commission in charge of the Investment Activity Supervision Division, the II shall submit summary information about the persons who have carried out the surveys and who have been paid from this account, the total amount of payments during the relevant period, the benefits and services received by the investment intermediary, and the way in which the total amount spent from the account refers to the budget allocated by the intermediary for that period, by specifying all discounts or transfers, if there are residual funds in the account.

Article 28. (1) For the purposes of article 24, paragraph 1, the survey budget shall be managed by the investment intermediary only and shall be based on reasonable assessment of the need of third party’s survey. The investment intermediary’s Board of Directors shall supervise the budget allocation and spending in the best interest of the intermediary’s clients.

(2) The supervision under paragraph 1 shall comprise clear documentary traceability (audit path) of payments to the persons who have carried out surveys and the way for determining the amounts paid in accordance with the quality criteria under article 25, paragraph 1 hereinabove.

(3) The investment intermediary shall increase the survey budget after providing the clients with clear information about the planned increase.

Article 29. The investment intermediary shall not be entitled to use the survey budget and the account for survey payments to finance internal surveys as well.

Article 30. (1) When the II shall provide services for making transactions on behalf of customers, it shall fix separate remunerations for these services, which shall reflect only the costs for completion of the transaction. The provision of any other benefit or service by an investment intermediary to investment intermediaries established in the European Union shall be subject to separate remuneration.

(2) The provision of benefits and services and their related remunerations under paragraph 1 shall not be affected or determined on the basis of levels of payments for services related to transactions on behalf of clients.

VІІІ. ASSESSMENT OF POLICY ADEQUACY

Article 31 (1) (amended by resolution of 24.08.2022) The Remuneration and Incentive Policy shall be adopted by the Board of Directors of II Ever Financial AD. The Board of Directors reviews the main principles of this Policy at least once a year and is responsible for its implementation.

(2) The review and update under the first paragraph shall be carried out by 31 January of the next year.

(3) Internal Control Department shall review the implementation of the Remuneration and Incentive Policy at least once a year. Upon finding the need of amendments and modifications, the head of the department shall draft an opinion to the Board of Directors before the expiration of the time period under paragraph 2.

IX. SUPPLEMENTARY PROVISIONS

1. Within the meaning of this Policy and Regulation No 2017/565, “remuneration” shall mean “all forms of financial or non-financial benefits or payments provided directly or indirectly by the investment intermediary to relevant persons in the provision of investment or ancillary services to clients, such as cash, shares, options, cancellations of loans to relevant persons at dismissal, pension contributions, remuneration by third parties for instance through carried interest models, wage increases or promotions, health insurance, discounts or special allowances, generous expense accounts or seminars in exotic destinations.”
2. Within the meaning of this Policy, “minor non-financial benefit” shall mean a benefit provided to a client the value of which shall not exceed BGN 50.

X. FINAL PROVISIONS

§1. Upon finding any issues in the II’s practice the remedy of which shall require amendment or supplement to this Policy, the II’s Board of Directors shall make the relevant modifications.

§2. The executive director of II may issue orders and instructions for the implementation of this Policy.
§3. This Policy shall be communicated to the II’s employees and the relevant parties for information and implementation, and some sections of it shall be also communicated to the II’s clients.
§4. This Policy is adopted by the Board of Directors of II Ever Financial AD by resolution adopted at a meeting held on 30.06.2022 and is amended by resolution of 24.08.2022.