On May 20, 2019, the presidents of the European Parliament and the European Council signed the Directive of the European Parliament and of the Council amending Directive 2013/36/EU as regards exempted entities, financial holding companies, mixed financial holding companies, remuneration, supervisory measures and powers and capital conservation measures (CRD V). The final version of CRD V is available here.

In accordance with the ordinary legislative procedure, the directive has been approved and the only remaining step is its publication in the Official Journal.

Main new legislation

The most prominent new items of legislation on remuneration in the CRD V are:

(i) Minimum rules are provided for identifying the staff members whose professional activities have an impact on the institution’s risk profile, which include all members of the managing body and senior management, staff members with managerial responsibility over the institution’s control functions or material business units, together with any that were entitled to significant remuneration in the previous year (equal to or greater than €500,000 and equal to or greater than the average remuneration awarded to the members of the institution’s managing body and senior management).

(Ii) Listed companies are allowed to award share-linked instruments or equivalent non-cash instruments.

(iii) In relation to the deferral period, institutions are required to defer 40% of the variable remuneration component over a period which is not less than four to five years.

(iv) The rules on payment of the variable remuneration component in instruments, deferral, and the five-year retention period on discretionary pension benefits, do not apply in the following cases:

a. An institution that is not a large institution as defined in point 146 of article 4.1 of Regulation 575/2013/EU, and the value of its assets, on average and on an individual basis, is equal to or less than €5 billion over the four-year period immediately preceding the current fiscal year.

b. A staff member whose variable annual compensation does not exceed €50,000 and does not represent more than one third of their total annual remuneration.

Entry into force

CRD V will enter into force on the twentieth day after the date of its publication in the Official Journal of the European Union.

The member states will nevertheless have eighteen months from the date of entry into force of CRD V in which to adopt and publish the necessary provisions to comply with its rules.