Kroll Issuer Services (‘KIS’) Remuneration Disclosure 2022

This disclosure (Remuneration Disclosure) is designed to provide information on Kroll Issuer Services Limited’s (KIS, the Firm) remuneration policy and practices.

Relevant Legislation and Regulation

From 1 January 2022, the Investments Firms Prudential Regime (“IFPR”) has replaced the previous Capital Requirements Regulation (“CRR”) in the United Kingdom for the purpose of formalizing a single yet proportionate capital requirements regime across all investment firms.

The Investment Firms Prudential Regime (‘IFPR’) requires all MiFID investment firms to make certain public disclosures according to Financial Conduct Authority (FCA) rules, increasing transparency and giving an insight into how the business is run.

This in turn, is expected to promote healthy competition and enhance transparency in the industry. The regulation is presented by the Financial Conduct Authority (“FCA”) andis supported by its published rules and guidelines (“FCA Handbook”), and in particular those listed in its “MIFIDPRU” chapter (Prudential Sourcebook for MIFID firms).

Scope and Application

KIS is incorporated in the UK and is authorised and regulated by the FCA (reference number 548041) and is within the scope of the aforementioned IFPR regime. Under the IFPR, KIS is categorised as a non-small and non-interconnected (‘Non-SNI’) MIFIDPRU investment firm.

Remuneration Governance

As per current regulatory requirements, for accounting periods ending during the calendar year of 2022, disclosures need to be made regarding the Firm’s governance, own funds and own Remuneration Committee. All risk management and remuneration decisions are taken and the performance measures set by the Senior Management of the wider Kroll firm and the Board of Directors. The Firm’s remuneration policy is reviewed on an annual basis, with prior review of its regulatory counsel.

Remuneration Policy and Practices

KIS’s remuneration policy is based on the employees’ and the Firm’s past performance and is not linked to any risk elements. The Firm’s remuneration policy is communicated to all Remuneration Code Staff and the relevant employees are asked to direct any questions to the directors.

Remuneration Code Staff

As a non-SNI MIFIDPRU investment firm KIS must disclose the staff it has identified as material risk takers under SYSC 19G.5, including any criteria in addition to those in SYSC 19G.5.3R that the firm has used to identify material risk takers.

KIS has considered the roles and responsibilities of those employees within the Firm who are Remuneration Code Staff. The Firm has identified four material risk takers (MRTs) based on the following criteria:

(a) Qualitative – Three MRTs are directors of KIS’s management body (Board of Directors) and the other is a member of the firm’s senior management.

(b) Quantitative – all four MRTs were in the preceding financial year awarded total remuneration that is equal to or greater than the lowest total remuneration awarded in that financial year to a member of staff who is a member of senior management or meets one or more of the qualitative criteria.

Proportionality

The Firm ensures that both fixed and variable components of the total remuneration are appropriately balanced.

Forms of Compensation

KIS pays all remuneration in cash. No shares or other equity linked instruments are paid to employees. The Firm’s fixed remuneration is in line with average industry salaries. The additional variable component represents a proportion of the total remuneration of certain staff members. The variable remuneration is based on past performance and is not linked to ongoing or future risk exposure. It should also be noted that the renumeration of the role of Chief Compliance Officer and MLRO is paid for at the corporate parent company level and they are not employed by this entity directly. As such, the remuneration for this role is not directly linked to the performance of the business activities within this entity and is entirely separate to allow complete impartiality.

Qualitative Disclosure

The following amounts were paid in fixed and variable remuneration to MRTs. Fixed remuneration includes base salary and benefits. Variable remuneration consists of distribution of between 10% and 15% of the Firm’s profits which is paid in cash.