Scope: This webpage contains information about the measures taken by Atonline Limited (hereon "the Firm") to comply with several Corporate Governance matters. The information is provided pursuant and in compliance with Paragraph 23 of "Directive DI144-2014-14 of The Cyprus Securities And Exchange Commission For The Prudential Supervision of Investment Firms", which transposes "Directive 2013/36/EU Of The European Parliament And Of The Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC". Both directives are presented here below. We are also presenting the associated European Regulation 575/2013.
|"Directive DI144-2014-14 of The Cyprus Securities And Exchange Commission For The Prudential Supervision of Investment Firms"||
|Directive 2013/36/EU Of The European Parliament And Of The Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC||
|Regulation (EU) No 575/2013 Of The European Parliament And Of The Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012||
Regulation (EU) No 575/2013
Country-by-country Reporting: From 1 January 2015 Cypriot Investment Firms (hereon "CIFs") are required to disclose annually, specifying, by Member State and by third country in which it has an establishment, the following information on a consolidated basis for the financial year:
The information referred to here above shall be audited in accordance with the Auditors and Statutory Audits of Annual and Consolidated Accounts Law of 2009 and shall be published, where possible, as an annex to the annual financial statements or, where applicable, to the consolidated financial statements of the CIF concerned.
Our approach: Atonline Limited has a branch in the Netherlands and as such, it is subject to the requirements stated here above. Beginning with the Report and Financial Statements for the year ended 31 December 2015, the above stated information is disclosed in the notes to the Financial Statements. The Firm's Report and Financial Statements can be made available upon request at .
Public disclosure of return on assets: CIFs must disclose in their annual report among the key indicators their return on assets, calculated as their net profit divided by their total balance sheet.
Our approach: Beginning with the Report and Financial Statements for the year ended 31 December 2015, the above stated information is disclosed in the notes to the Financial Statements. The Firm's Report and Financial Statements can be made available upon request at .
Remuneration policies: When establishing and applying the total remuneration policies, inclusive of salaries and discretionary pension benefits, for categories of staff including:
CIFs must comply with the following principles in a manner and to the extent that is appropriate to their size, internal organisation and the nature, scope and complexity of their activities:
Our approach: Atonline Limited complies with all the requirements stated here above.
In order to enforce the discipline of reviewing the Firm's remuneration policy to ensure that it remains relevant, effective and relevant, and in compliance with the provisions of paragraph (c) here above, we have committed to a process of reviewing the policy at least once per year. The policy is also reviewed and updated on an ad-hog basis, either as a result of changes in the legislation or if any other reason pertains that renders the policy in need of amendment.
In view of complying with the provisions of paragraph (d) here above, the Firm has mandated KPMG Ltd to perform a review, on an annual basis, of the implementation of the remuneration policy.
Variable elements of remuneration: For variable elements of remuneration, the following principles shall also apply:
Any approval of a higher ratio in accordance with point (g)(ii) must be carried out in accordance with the following procedure:
The instruments referred to in this point must be subject to an appropriate retention policy designed to align incentives with the longer-term interests of the CIF. This point must be applied to both the portion of the variable remuneration component deferred in accordance with point (m) and the portion of the variable remuneration component not deferred;
a substantial portion, and in any event at least 40 %, of the variable remuneration component is deferred over a period which is not less than three to five years and is correctly aligned with the nature of the business, its risks and the activities of the member of staff in question.
Remuneration payable under deferral arrangements shall vest no faster than on a pro-rata basis. In the case of a variable remuneration component of a particularly high amount, at least 60 % of the amount shall be deferred. The length of the deferral period shall be established in accordance with the business cycle, the nature of the business, its risks and the activities of the member of staff in question;
the variable remuneration, including the deferred portion, is paid or vests only if it is sustainable according to the financial situation of the CIF as a whole, and justified on the basis of the performance of the CIF, the business unit and the individual concerned.
Without prejudice to the general principles of national contract and labour law, the total variable remuneration shall generally be considerably contracted where subdued or negative financial performance of the CIF occurs, taking into account both current remuneration and reductions in payouts of amounts previously earned, including through malus or clawback arrangements.
Up to 100 % of the total variable remuneration shall be subject to malus or clawback arrangements. CIFs must set specific criteria for the application of malus and clawback. Such criteria shall in particular cover situations where the staff member:
the pension policy is in line with the business strategy, objectives, values and longterm interests of the CIF.
If the employee leaves the CIF before retirement, discretionary pension benefits shall be held by the CIF for a period of five years in the form of instruments referred to in point (l). Where an employee reaches retirement, discretionary pension benefits must be paid to the employee in the form of instruments referred to in point (l) subject to a five-year retention period;
Our approach: Atonline Limited complies with all the requirements stated here above. In particular:
Remuneration Committee: CIFs which are significant in terms of their size, internal organisation and the nature, the scope and the complexity of their activities, must establish a remuneration committee.
The remuneration committee must be constituted in such a way as to enable it to exercise competent and independent judgment on remuneration policies and practices and the incentives created for managing risk, capital and liquidity.
The remuneration committee must be responsible for the preparation of decisions regarding remuneration, including those which have implications for the risk and risk management of the CIF concerned and which are to be taken by the board of directors.
The Chair and the members of the remuneration committee must be members of the board of directors who do not perform any executive function in the CIF concerned. If employee representation on the board of directors is provided for by Cyprus law, the remuneration committee shall include one or more employee representatives. When preparing such decisions, the remuneration committee shall take into account the long-term interests of shareholders, investors and other stakeholders in the CIF and the public interest.
Our approach: The Firm has been adjudged by the Cyprus Securities and Exchange Commission to be a "significant CIF" and as such, it has established a Remuneration Committee, comprised of the Firm's non-executive directors. The Remuneration Committee is responsible for:
When preparing such decisions and proposals to be addressed to the Board of Directors, the remuneration committee takes into account the long-term interests of shareholders, investors and other stakeholders in the investment firm.
Board of Directors: Members of the board of directors shall at all times be of sufficiently good repute and possess sufficient knowledge, skills and experience to perform their duties. The overall composition of the board of directors shall reflect an adequately broad range of experiences. Members of the board of directors shall fulfil the following requirements.
Our approach: As a result of the introduction of these requirements in relation to the composition of the Board of Directors, the Firm has appointed one additional non-executive director with specialised knowledge and experience in the risk management sphere, bringing the number of non-executive directors to three. The number of non-executive directors exceeds the number of executive directors (two executive directors are appointed), giving the non-executive directors a controlling vote over the affairs of the Firm. The other two non-executive directors have a legal background.
In the case of one of the non-executives directors, the conditions of point (b) hereabove are not met. We are in consultation with the said director to address the issue.
Our approach: The Board of Directors of the Firm complies in full with the duties and responsibilities assigned to it pursuant to paragraphs 1(a) and (c) here above, and observes in full the principles of paragraph (b). In this respect, the composition of the Board of Directors is of paramount significance. The executive directors of the Firm are the General Manager and the Chief Operations / Financial Officer, who are also the "four eye" persons responsible for the smooth and proper operations of the Firm. Due to their position, the executive directors are capable of monitoring all regulatory developments in the field of corporate governance, and in this way, it is ensured that the Board is fully appraised of all recent developments and the need to introduce new processes or amend existing processes, if such a need arises.
When it comes to the effective supervision of senior management (paragraph 1(b)(iv)), the Board of Directors meets at frequent intervals and the agenda of the meetings is structured in such a way so that the Board of Directors, and especially the non-executive directors, are fully appraised of and are given the opportunity to approve or reject all important matters related to the operations and the strategy of the Firm. In addition, the non-executive directors, who are entrusted with a controlling role, comprise all control committees (the remuneration committee, the nominations committee and the risk committee) and they also control the majority of votes and therefor have the upper hand in defining the outcome of the voting process.
In relation to paragraph 2, due to the fact that the Firm is deemed to be a "significant CIF", it has established a nomination committee comprised of the Firm's non-executive directors. The Firm has also put in place a recruitment policy for the selection of directors, which also incorporates the Firm's "Policy on Diversity". In particular, in relation to the target for the representation of the underrepresented gender, the Policy on Diversity provides that "in relation to gender, due to the fact that, as part of the recruitment policy principles, we have committed to an odd number of directors, the two genders cannot, by definition be equally represented on the Board. As a target though, we shall aim for the almost equal representation of the two genders, where the under-represented gender will not be represented by more than one (1) person less than the over-represented gender".
This principle has already been put into effect, since the Board of Directors is currently composed of three (3) female and two (2) male Directors.
Additional Tier 1 instruments. See bottom of page 87 of EU Regulation 575/2013 for a full description
Tier 2 instruments. See page 98 of EU Regulation 575/2013 for a full description
Proportionality Conditions refer to the thresholds over which the (a) retained shares or other instruments (b) deferral and (c) performance adjustment rules apply. Currently, the Proportionality Conditions are (1) variable remuneration exceeding thirty three percent (33%) of total remuneration and (2) total remuneration exceeding six hundred thousand Euro (€600.000). The said conditions are subject to annual review.