Section 8: Governance of credit institutions and finance companies

Payments linked to the early termination of a contract must correspond to effective performance assessed over time. Overall remuneration linked to compensation or the purchase of previous employment contracts must be consistent with the long-term interests of the credit institution or finance company.

At least half of the variable remuneration shall be allocated in the form of shares or equivalent ownership rights and, where applicable, other instruments referred to in Articles 52 or 63 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 or other instruments that may be fully converted into core capital instruments or amortised, depending on the legal structure of the credit…

The payment of at least 40% of the variable part of the total remuneration is deferred for a period of at least four years. The amount of the payment is fixed taking into account the nature of the business, the risks to which it is exposed and the activity of the person concerned within the credit institution or finance company. In institutions of significant importance in terms of their size,…

In all cases, the actual payment of the variable part of the remuneration, including the part deferred pursuant to Article L. 511-82, takes into account the financial situation of the credit institution or finance company and the actual performance referred to in Article L. 511-77.

By way of derogation fromarticle L. 1331-2 of the French Labour Code, the total amount of variable remuneration may, in whole or in part, be reduced or give rise to restitution where the person concerned has failed to comply with the rules laid down by the institution with regard to risk-taking, in particular because of his or her responsibility for actions resulting in significant losses for the institution or in…

For the application of Articles L. 1226-15, L. 1234-9, L. 1235-3, L. 1235-3-1, L. 1235-11 and L. 1235-16 of the Labour Code, the determination of the compensation payable by the employer does not take into account, for risk-takers within the meaning of Articles 3 and 4 of Commission Delegated Regulation (EU) No 604/2014 of 4 March 2014 supplementing Directive 2013/36/EU of the European Parliament and of the Council by technical…

The persons referred to in article L. 511-71 are prohibited from using individual hedging or insurance strategies with regard to remuneration or liability in order to limit the application of the provisions of this sub-section. The provisions of the previous paragraph are a matter of public policy.

Variable remuneration awarded by credit institutions and finance companies benefiting from exceptional public assistance is strictly limited when it is not compatible with their ability to maintain their capital at a sufficient level and to exit the public assistance programme in due course. Subject to compliance with the provisions of V of Article 4 of the Amending Finance Act 2011-1416 of 2 November 2011, no variable remuneration shall be paid…

The Autorité de contrôle prudentiel et de résolution is responsible for examining the remuneration policies and practices of credit institutions and finance companies with regard to the persons mentioned in Article L. 511-71.

A decree in the Conseil d’Etat shall define the conditions for application of this sub-section.