Mizuho Bank Europe Annual Report 2018

28 MIZUHO BANK EUROPE N.V. employees in shaping their capabilities and career development by offering more training and development opportunities. These non-financial remuneration components have shown a positive impact on employee engagement and increased our retention numbers. Variable Remuneration Our performance related variable remuneration (bonus) is controlled by our Remuneration Policy, as well as the laws and regulations, like the Law on Remuneration for Financial Institutions (Wet Beloningsbeleid Financiële Ondernemingen), the Act on Controlled Remuneration (Regeling Beheerst Beloningsbeleid) and the Banking Code (Code Banken). MBE’s variable remuneration is linked to our annual appraisal framework and concrete business results and is controlled by a governance structure which consists of a Remuneration Committee and a Personnel Committee. The Remuneration Committee, which meets on multiple occasions, consists of our Management Board and the Head of Human Resources. The members of the Remuneration Committee and the Supervisory Board attend the Personnel Committee. During this Personnel Committee meeting, the Supervisory Board decides if the purported variable remunerations are fair, consistent and comply with MBE’s Remuneration Policy approved by the DNB. Therefore, the long-term interest of the bank, as well as the relevant international context and wider social acceptance, are all considered by this Committee. All employees under an employment contract with MBE and HO-employees temporarily assigned to MBE (expats) are eligible for variable remuneration. In line with market practice, any variable remuneration in excess of a specified threshold is subject to a deferral policy. For those individuals where deferral is applicable, 60% of the total variable remuneration will be paid up-front on the bonus payment date following the end of the financial year (year one). The remaining 40% will be subject to a three year deferral period, paid in equal installments on the bonus payment dates in years two, three and four, subject to forfeiture conditions. In 2018 we had no employees earning more than € 1 million and the total amount which was paid in 2018 on variable components to local contracted employees was € 851,886 (gross) in total for our four offices. In line with the principles of the Banking Code, we can decide to claw-back variable remuneration in whole or in part. The following conditions subject to claw-back variable are described in our Remuneration Policy: • Granting and pay-out of the variable remuneration occurred based on incorrect information on meeting the goals or circumstances that were conditions for the relevant remuneration; • The relevant employee did not comply with proper norms in respect to expertise or correct behavior (such as a material violation of applicable rules and regulations); or • The relevant employee has been responsible for behavior that resulted in a significant deterioration of the financial position or reputation of MBE. The Management Board ultimately decides on the claw-back of remuneration for non- Identified Staff, whereas the Personnel Committee of the Supervisory Board decides on the claw-back for Identified Staff. Such a decision shall always be taken after consulting the relevant shareholder’s representative and the head of Human Resources and the head of Legal and Compliance. For 2018 there were no reasons (or potential indications) identified that triggered a claw-back for our employees.