Corporate Governance

General Meeting

In each Group company, the General Meeting has the highest decision-making power. The General Meeting convenes at least once a year in an Annual General Meeting and where necessary, so as to decide on the matters for which it is responsible as per the Limited Liability Companies Act, sector-specific legislation and the Articles of Association.

Board of Directors

In each Group company, the Board of Directors performs the duties for which it is responsible as per the Limited Liability Companies Act and sector-specific legislation.

The parent company’s Board of Directors sees to the reliable organisation of the entire Group’s governance. It confirms the general principles for the organisation of the operations and risk management, as well as ensuring regularly that the principles are complied with and that they guide the operations as intended. The parent company’s Board approves the instructions and regulations to be applied within the Group, supervises the Group’s operations and management and decides on any significant matters concerning the Group’s strategy, investments, organisation, financing, risk management and capital adequacy. The Board of the authorised ICECAPITAL REAM Ltd approves the company’s internal instructions and regulations.

In accordance with the principles approved by the parent company’s Board, diversity will be promoted by finding Board members - in addition to the partners agreed on in the shareholder agreement – who have wide-ranging experience and whose skills complement the competence of those employed by the company. When Board members change, attention will also be paid to equal gender representation in order to find the best possible Board composition.

The Board of Directors performs an assessment of its composition, work and the work of its members every year.

The Group has taken out liability insurance on behalf of the Board of Directors and all parties that exercise decision-making power within the Group.

Remuneration

The Board of ICECAPITAL Securities decides on the bonus and incentive scheme for the Group’s management and employees, and also approves the bonus and incentive scheme for ICECAPITAL REAM Ltd, which must comply with the Act on Alternative Investment Fund Managers and under which variable remuneration may not exceed EUR 50,000. The Board has approved the guidelines for the bonus and incentive scheme for ICECAPITAL Securities. Bonuses and incentives paid according to these guidelines are based on both operating income and personal performance. Potential risks, the company’s liquidity and, where applicable, the need for recapitalisation are taken into account when paying bonuses and incentives. The parent company’s Board of Directors decides on bonuses and incentives based upon the managing director’s proposal. Under the reward scheme, bonuses are also affected by the consideration of sustainability risks. Remuneration is not tied to the fulfilment of specific ESG criteria.

According to the Regulation on Prudential Requirements for Investment Firms (EU 2019/2033), ICECAPITAL Securities belongs to the group of small investment service companies without interconnections, which are not subject to the requirement of paying variable remuneration in a form other than money, or regulation concerning the deferral of remuneration.

Before the entry into force of the Regulation on prudential requirements for investment firms, ICECAPITAL Securities complied with the rules and regulations concerning variable remuneration. In the payment of variable remuneration exceeding EUR 50,000, rules stipulating a deferral period and payment in instruments, according to which the company had the right and obligation, on specific grounds and in compliance with rules for the retention period, to cancel the variable remuneration either in full or in part, were complied with. If the amount of variable remuneration exceeded EUR 50,000 in a year, 40 per cent of the variable remuneration was deferred to be paid over the next three years. If the amount of variable remuneration exceeded the annual salary, 60 per cent of the variable remuneration was deferred to be paid over the next three years.

The salaries and fees paid to the Board of Directors and managing director of ICECAPITAL Securities Ltd in 2023 totalled EUR 743,012 (6 people), of which variable remuneration accounted for EUR 364,843 (3 people). The salaries and fees paid to other employees (people whose professional activity has a material impact on the risk position) in 2023 totalled EUR 2,181,824 (17 people), of which variable remuneration accounted for EUR 846,360 (14 people).

Unpaid deferred remuneration in accordance with previous remuneration rules and regulations, for which no right of ownership had yet arisen, totalled EUR 132,400 at year-end.

Board members who are employed by the ICECAPITAL Group are not separately remunerated for their work on the Board.

External Audit