Corporate governance, Compensation policy and system, Conflicts of interest

‍Qred Bank AB (hereinafter referred to as "Qeld")

Corporate Governance

Qeld is a banking company licensed to conduct banking activities in accordance with the Banking and Financing Business Act (2004:297).

The general assembly 

The general meeting is the highest decision-making body of Qeld, where shareholders exercise their voting rights and decisions are taken on such matters as the balance sheet and profit and loss account in the annual report, discharge, board members for the coming year and election of auditors.

Board of Directors 

The Board of Directors of Qeld is responsible for the organization and management of Qeld in accordance with, among other things, the Swedish Companies Act, and has ultimate responsibility for ensuring that operations are conducted in accordance with good internal governance and control. Qelds internal governance and control is formalized through internal rules in the form of policies and instructions and supporting routine descriptions, process descriptions and checklists. 

The Board of Directors decides on the internal rules of internal governance and control, while the CEO is responsible for their implementation in the activities of Qeld in line with the Board's instructions. 

The Board of Directors is also responsible for ensuring that Qeld conducts its business in an ethical and professional manner, that conflicts of interest are adequately and appropriately identified and managed, and that Qeld maintains a sound risk culture.

Chairman of the Board of Directors

The Chairman of the Board leads the work of the Board and ensures that the Board fulfills its obligations under the Swedish Companies Act and other applicable regulations. The Chairman of the Board monitors, through contact with the CEO, the development of Qeld.

The Chairman of the Board of Directors of Qeld is responsible for conducting an annual suitability assessment to ensure that members of the Board of Directors, the CEO and senior management are individually fit for duty at any time. This assesses whether they are

• Being sufficiently reliable
• Have sufficient knowledge, skills and experience to perform their duties.
• Be able to act with honesty and integrity and think independently to effectively assess and challenge decision making where necessary.
• Sufficient time to perform their duties.

Eligibility assessments and the outcome are documented. 

Committees

To support the Board of Directors in certain specific areas, the Board has established two committees responsible for preparing the basis for decisions on issues within the remit of each committee: 

• Remuneration Committee 
• Risk and audit committee

Each committee consists of 2-3 board members and 1-3 senior executives of the Company. The committees assist the Board with expertise and prepare proposals, advice and preparation on matters in their respective areas. The work of the committees is regulated in more detail in instructions.

CEO

The Board of Directors appoints the CEO of Qeld, who is empowered to make decisions on all matters not requiring a decision by the Board of Directors or the General Assembly. The CEO is responsible for day-to-day management according to the instructions of the Board of Directors and for the CEO's obligations under external regulations.

The CEO is responsible for ensuring that policies, instructions and routine and process descriptions are implemented within the organization and that all employees have access to relevant documentation. 

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Management team

The company's CEO has an advisory forum, the management team, whose purpose is to ensure that the company's operations are conducted in a sound and efficient manner. In its work, the management team will always consider the interests of the company and its customers. The management team normally meets as needed, but at least every month. The CEO calls and chairs the meetings; they have a set agenda and are minuted.

Internal governance and control

Three lines of defense

Qeld applies the principle of three lines of defense to determine where in the organization responsibility for and control of risk-taking should lie. 

The first line of defense consists of business operations, including the CEO, who is responsible for and controls day-to-day risk management and compliance. Business operations is also responsible for implementing controls over the processes used by Qeld , in the form of internal controls. 

The second line of defense consists of the Risk Control function and the Compliance function, which, among other things, monitor, control and report on Qeld risks and how the company complies with internal and external regulations. The control functions in the second line of defense are subordinate to the CEO and are primarily the CEO's independent control body, but report directly to both the Board of Directors and the CEO. 

The third line of defense consists of the internal audit function. The Internal Audit function reports directly to the Board of Directors and is the Board's independent control body. The third line of defense reviews and evaluates the first and second lines of defense.

(English version can be found at the end of this document).

Remuneration policy and reward system

Compensation Policy

Qeld has a remuneration policy ("the Policy") that aims to describe and establish principles for how the Company's remuneration system is designed, controlled and monitored on an ongoing basis. The policy is consistent with-and promotes effective risk management and counteracts excessive risk-taking. In addition, the policy ensures that the interests of clients are not adversely affected by the firm's compensation structure. The remuneration system promotes Qeld 's ability to attract and retain competent personnel and helps ensure that the Company's long-term goals can be achieved.

The Board of Directors is ultimately responsible for the content, adoption, implementation and compliance with the remuneration policy. The policy is reviewed regularly, at least annually, and, if necessary, updated before it is approved by the board. A risk analysis forms the basis for the board's decision to adopt the policy. The board further decides on:

• Management Team Compensation,
• Remuneration of control functions,
• The result and payment of variable compensation, and
• Measures to monitor the application of the policy.

Remuneration Committee

The Board of Directors has appointed a Remuneration Committee 

The Remuneration Committee is responsible for monitoring and reviewing the company's remuneration system at least annually and for preparing decisions on remuneration issues for the board of directors. In monitoring the remuneration system, the Remuneration Committee will also monitor the development of unjustified pay differences between women and men.

The board of directors will comply with the remuneration decisions of the annual general meeting, if applicable. 

Risk analysis

The Company conducts an annual risk analysis to identify employees whose duties have a significant impact on the Company's risk profile. The analysis shall cover all risks to which the Company is or may be exposed, including those related to this policy and the Company's compensation system. The analysis shall be documented and attached to this policy. The Remuneration Committee reviews the risk analysis before the policy is approved by the Board of Directors.

Reward system

General principles

The Company's compensation system is designed to be compatible with-and promote sound and effective risk management and prevent excessive risk-taking. Remuneration systems encourage employees to perform well and help the Company attract and retain skilled employees. The remuneration system is applied in a gender-neutral manner.

Fixed fee

Fixed salary

The basis of the company's compensation system is a fixed salary. The fixed salary is determined on a rolling basis, with the first revision usually taking place 12 months after employment. As a general rule, the salary is reviewed once a year.

Employees' fixed salary is determined based on objective criteria and is market-based. Upon new employment, the fixed salary is determined based on the market situation for the relevant profile and the value the employee is expected to add to the company. In subsequent salary reviews and when changing positions, an individual assessment will be the basis for determining the salary, based on parameters such as work performance, independence, initiative, responsibility and personal development. Discriminatory or other unjustified differences between employees' fixed salaries must not occur.

In connection with a salary review, the salary-setting manager conducts a development and salary interview with the employee, in which the relationship between work tasks, work results and performance in general and salary development is made clear to the employee.

Vacation benefits are determined in accordance with current law and individually in conjunction with the assessment of employment and salaries.

Variable remuneration

The Board of Directors decides on variable remuneration for the Management Team and employees whose duties have a significant impact on the company's risk profile. The CEO may decide whether other employees (outside the above group) are entitled to variable remuneration.

The Company implements a system of variable compensation in the form of performance-based bonuses for the CEO, the Management Group and most functions and business units. Performance-based bonuses are designed to meet the criteria in this section and the Policy in general. The criteria for receiving variable compensation are based on the overall performance of the company, the individual performance of the employee and the performance of the business unit where the employee works. 

Variable compensation is based on :

1. Achieving financial goals related to the budget;
2. Operational objectives for the business; and/or
3. Performance-related goals related to individual or group performance.

Results that form the basis for calculating variable compensation are primarily based on risk-adjusted earnings. The company takes into account both current and future risks and the cost of capital and liquidity required for the business. The company ensures that variable remuneration is based on sustainable long-term results by assessing results in a multi-year perspective.

In addition, the approval and payment of variable compensation takes into account the company's underlying economic cycle and business risks. 

When determining variable compensation, both financial and non-financial factors are taken into account when assessing the individual results and performance of employees. Among the non-financial factors, the company considers compliance with internal rules, accountability, customer satisfaction and protection of customers' interests, among others.

If the Company's risk management, compliance and internal audit control functions are employed by the Company and are entitled to variable remuneration, the Company ensures that such remuneration is determined based on targets linked to each control function, regardless of the performance of the business units they control.

The company ensures that variable remuneration does not affect the company's ability to maintain an adequate capital base or to strengthen the capital base if necessary.

The company maintains a reasonable balance between employees' fixed and variable compensation. Employees' fixed remuneration should always be high enough to zero out the variable portion of the remuneration. The total variable compensation received by employees should never be at a level that threatens to undermine the company's capital base and ability to generate positive earnings over the long term. Total variable compensation for an employee may never exceed 100% of the employee's annual fixed compensation. The Company's sales function, which is completely disconnected from the Company's credit function and credit decisions, is exempt from the above restriction, but can never receive more than SEK 100,000 per month in variable remuneration.

Guaranteed variable compensation

As a general rule, the company will not grant guaranteed variable compensation to an employee. If there are special reasons, the board of directors may decide to grant guaranteed variable compensation to an employee, but only in connection with new employment and only during the first year of the employee's employment.

Ethical guidelines and conflicts of interest

Qeld has established an ethics policy with the aim of ensuring that the company conducts business in an ethical and professional manner in accordance with the internal and external rules of Qeld. The purpose of this policy is further to promote transparency, integrity and a corporate culture that protects the activities of Qeld from corruption. 

The policy sets common standards to promote an ethical approach to Qeld and to help employees in situations where applicable rules are lacking or have limited guidance. 

Conflict of interest

Qeld has established a policy and instruction for dealing with conflicts of interest that may arise in the company. 

Employees at Qeld are always expected to act in the best interests of Qeld and to exercise good judgment that is not influenced by private interests or divided loyalties. 

No employee may participate in managing a business or making a credit decision involving a family member, the business of a family member or otherwise where there is a risk of fraud. An employee also may not handle matters in which the employee has a personal interest or matters in which such interest is held by a relative of the employee or with a business in which the employee or a relative of the employee has a substantial interest. In such a situation, the employee should be excused from credit processing and credit decision making. 

Employees of Qeld will not purchase goods or services from related parties without prior approval of the CEO, and the CEO will not purchase goods or services from related parties without prior approval of the board of directors.