Remuneration Policy

1. Introduction
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This document sets out Clear Capital Markets Limited’s (the “Firm” in all contexts) Remuneration Policy (the “Policy”) and practices. Remuneration is a key driver of behaviour.

The Financial Conduct Authority (“FCA”) has highlighted the following objectives:

– Promote effective risk management in the long-term interests of the firm and its customers.
– Ensure alignment between risk and individual reward.
–Support positive behaviours and healthy firm cultures.
– Discourage behaviours that can lead to misconduct and poor customer outcomes.

The Firm has set up the Policy with reference to the guidance set out by the FCA. The Policy considers the appropriate balance between fixed and variable remuneration as well as the constraints in place to avoid a conflict of interest between staff incentives and the best interests of customers.

This Policy contains important information that affects or could affect the way staff members are remunerated and should be read by all staff.

2. Remuneration Code

As a MiFID investment firm that is prudentially regulated by the FCA in the UK, the Firm must comply with applicable remuneration requirements set out in the FCA Handbook

The Firm adheres to the FCA’s Remuneration Code as defined in the FCA’s Systems and Controls Sourcebook of the FCA Handbook as laid out in SYSC 19G and the additional remuneration requirements for sales staff and advisers in SYSC 19F.

The Firm applies the Remuneration Code and guidance in a proportionate manner that reflects the size, internal organisation and nature of the Firm, and the scope and complexity of the activities the Firm undertakes and reviews this proportionate approach on at least an annual basis.

3. Core Firm Information

The Firm is a Small, Non-Interconnected Firm (“SNI”) which does not meet the conditions for extended requirements, which means the Firm must comply with only basic requirements.

The performance management process is owned and administered by the Firm’s Board and reviewed every year. Following approval, this Policy is shared with all staff.

4. Basic Remuneration Requirements

4.1 Policy

The Firm’s Policy has been created and is reviewed annually by Executive Management. Its aims are to promote sound and effective risk management, to encourage responsible business conduct, to limit risk taking and avoid conflicts of interest, to align employee’s interests with the Firm’s long-term strategy and objectives, and to be gender neutral, in line with the Equality Act 2010.

The Policy is designed to align risk and reward, to ensure the capital base of the Firm is not put at risk by its remuneration incentives.

4.2 Governance and Oversight

Executive Management of the Firm are responsible for overseeing the implementation of the Policy and ensuring its compliance with the remuneration code. One role of the Firm’s Executive Management is to ensure the extent of the variable remuneration at the Firm cannot affect the Firm’s ability to ensure a sound capital base. The details of how this is achieved are to be found in 4.3 below.

The remuneration of senior staff in risk management and compliance functions is directly overseen by Executive Management.

4.3 Remuneration Structure

The Firms remuneration structure is designed to reward behaviours that promote positive non-financial outcomes for the Firm and limiting eventual behaviours contrary to the Firm’s values. The remuneration structure is reviewed annually by Executive Management.

The Firm’s bonus scheme is a discretionary reward scheme and cannot be guaranteed nor considered as a contractual benefit as it is fundamentally based on the performance of the Firm as a whole. Exceptions will only be permitted for new hires for their first year of service and upon explicit approval of Executive Management.

Bonuses are linked to both financial and non-financial criteria, rewarding behaviours that promote positive non-financial outcomes for the Firm and limiting eventual behaviours contrary to the Firm’s values.

All bonuses are dependent on the Firm’s overall, annual financial result to ensure a sound capital base.

Bonuses will only be awarded where the firm is well above the minimum level necessary to maintain the prudential soundness of the firm.

The overall bonus pool and the bonuses of individuals are all subject to review and approval by Executive Management. The bonus pool and other individual bonuses will be adjusted as deemed necessary by Executive Management in consideration of the following:

– Any compliance or regulatory issues that have occurred or are under investigations internally orexternally.
– Any persistent or significant breaches in either financial or non-financial key performanceindicators (“KPIs”).
– Any conduct related matters that have occurred or are under investigation internally or externally.
– Any matters that adversely impact client outcomes.
– Any other factors that may publicly impact the Firm’s brand or reputation.

Compliance, Operational, Marketing and other support staff receive fixed remuneration and are considered for discretionary variable remuneration (“bonus”) where eligible.

Front office staff including control function staff are remunerated based on a combination of quantitative and qualitative criteria.

5. Bonus Scheme Participation

Bonus scheme eligibility is discretionary and is dependent on current headcount, length of service and position within the company.

Specific bonus agreements are outlined within individual contracts.

6. Standard Remuneration Requirements

6.1 Performance Assessment and Remuneration

If a staff member is eligible, performance bonuses are paid based on a combination of the performance of the individual, the relevant business unit and the Firm. Staff are assessed under the Firm’s performance management process on an ongoing basis.

6.2 Non-Performance-Related Variable Remuneration – i.e., Guarantees

The firm does not currently offer non-performance related variable remuneration.

6.3 Claw back Arrangements

The total variable remuneration awarded to any individual is subject to claw back where the Firm experiences subdued or negative financial performance. These claw back arrangements will consider both current remuneration and reductions in payment of amounts previously earned, including through prior claw back arrangements.

Up to 100% of the total variable remuneration previously awarded will be subject to claw back arrangements.

The following criteria will result in claw back arrangements being invoked:

– Any evidence of employee misbehaviour or material error.
– Any participation in or, responsibility for conduct which resulted in significant losses to the Firm or relevant business unit.
– Any failure to meet appropriate standards of fitness and propriety.
– Any matters that adversely impact client outcomes.
– Any other factors that demonstrably publicly impact the Firm’s brand or reputation.

According to the FCA, claw back should always be applied in cases of fraud or other conduct with intent or severe negligence which led to significant losses.

Further cases and the determination of the level of claw back to be undertaken is made by Executive Management. Executive Management may seek external independent professional advice on the implementation of such arrangements.

Claw back applies to discretionary pension benefit in the same way as to other elements of variable remuneration.