Remuneration Policy

Reference date: 31st March 2024

Qualitative disclosures

MiFID investment firms which are prudentially regulated by the FCA in the UK (FCA investment firms) are within scope of the MIFIDPRU Remuneration Code (“the Code”) in the FCA Handbook at SYSC 19G.  As part of the Code, firms are expected to ensure that their remuneration policies and practices (including performance assessment processes and decisions) are clear and documented, which the Board does via the Firm’s Remuneration Policy Statement.

All MIFIDPRU investment firms should disclose qualitative and quantitative information about their remuneration policies, practices and outcomes (see MIFIDPRU 8.6).

The remuneration requirements can be characterised as basic, standard and extended. Non-SNI MIFIDPRU investment firms are subject requirements of the Code which go beyond the basic requirements and the policies which are applicable to the Firm are described below. The extended requirements of the Code (which include policies around shares, instruments and alternative arrangements; retention; deferral; and discretionary pension benefits) are not applicable to Thornbridge.

The remuneration policies and terms of each Appointed Representative of the Firm are also reviewed by the Firm for appropriateness to ensure that such terms do not conflict with the Firm’s own policy and practices.

The Code applies to performance periods starting on or after 1^st January 2022 and the requirements in the Code, as it applies to non-SNI MIFIDPRU investment firms, are set out in SYSC 19G.1.1R.

Remuneration Policy Statement

The Firm’s remuneration policy is documented within its Remuneration Policy Statement, an internal document, which is based on an optional template, provided by the FCA specifically for the purpose. The template has been designed to cover the full range of FCA investment firms and, as such, not all questions in the template apply to Thornbridge.

The remuneration policy is reviewed, amended if necessary, and adopted at least annually by the Board in its supervisory function with responsibility for overseeing the implementation of remuneration policies.

Proportionality

The proportionality principle in SYSC 19G.2.4 R requires that a firm’s remuneration policies and practices must be appropriate and proportionate to the nature, scale and complexity of the risks inherent in the business model and the activities of the firm. 

The FCA acknowledges in its guidance contained within SYSC 19G.2.5G that the content and level of detail of a remuneration policy may depend on many factors. These include the number of staff the firm employs, the different types of roles and activities carried out by the firm and whether the firm is part of a group with a group-wide remuneration policy.

The Decision-Making Process and Oversight of remuneration policies and practices

In formalising our Remuneration Policy, we relied on the processes and controls already established and in use by the Firm.  The size and complexity of the Firm are such that it does not operate a Remuneration Committee but has a small Senior Management team comprising two individuals, who can be expected to exert significant influence in taking decisions about aggregate remuneration. There is an annual review process, though decisions can be taken more frequently if there is a significant change to the business plan.

The Link between pay and performance

Remuneration is based on competitive market-based wages and / or profit shares that fairly compensate employees, partners and service providers in view of skills provided, work performed and responsibilities undertaken.  Overall remuneration may include an annual incentive compensation reflecting individual performance and responsibility, both short-term and long-term, as well as the Firm’s overall performance.

Gender neutral remuneration policies and practices

The Firm comprises a small senior management team of two individuals, who are the designated partners of the Firm. Senior management are collectively and individually supportive of a gender-neutral remuneration policy, meaning that the Firm has a remuneration policy based on equal or equivalent remuneration of male and female employees for equal or equivalent work.

Risk Management

The Firm’s remuneration policy is designed to:

• facilitate common, uniform and consistent application of relevant regulatory provisions on remuneration;
• ensure remuneration practices do not encourage risk-taking (including sustainability risks), which is inconsistent with the firm’s risk appetite or the risk profile of the funds; and
• develop, implement and maintain a culture of ensuring that we meet our clients’ best interests.

Incentives are discretionary and there is no culture of excessive risk-taking in either the management of the business or client portfolios.

Investment decisions are taken in a team environment without reliance on a star manager.

Performance adjustment

Performance adjustment refers to the process and mechanisms by which a firm adjusts an individual’s variable remuneration, including the deferred portion. The adjustments take account of the financial situation of the firm as a whole and the performance of the firm, the business unit and the individual concerned. This may be in response to a specific crystallised risk or adverse performance outcome, including those relating to misconduct.

The FCA has published guidance which provides further detail of their expectations on malus and clawback, including how these should be used in an effective, timely, consistent and transparent way.

Conflicts of Interest

The Firm recognises that individuals may have outside interests. Disclosure and transparency about such interests is considered fundamental to fostering an approach to ensure the interests of clients are treated above those of the Firm or any individual.

The Firm feels that its Remuneration Policy appropriately addresses potential conflicts of interest and that the Firm’s authorised persons are not rewarded for taking inappropriate levels of risk.

Categorising fixed and variable remuneration and the balance of fixed and variable components of total remuneration

For the two members of the Firm, there is no fixed remuneration. Remuneration is expected to comprise a split of the LLP’s profits, which are dependent on the financial success of the business, and to a lesser extent on the extent on the success of the Firm’s Appointed Representatives.

Remuneration and capital

There are no guarantees in respect of variable remuneration, which can therefore be adjusted to facilitate the protection of the capital base if so required.

Assessment of performance

Assessment is undertaken individually, normally on an annual basis, though can be more often if considered desirable by the Senior Management team.

Quantitative Disclosure

Under MIFIDPRU 8.6.8(2)R, a non-SNI MIFIDPRU Investment firm such as Thornbridge must disclose the following information:

Note: In accordance with MIFIDPRU 8.6.8(7)R, details of remuneration paid to Seniors Managers and Material Risk Takers is not disclosed here because doing so would lead to the disclosure of information about one or two people.

There were no severance payments or guaranteed variable remuneration awards awarded during the financial year.

The small size and lack of complexity of the Firm mean that it is not meaningful to provide analyses of the aggregate remuneration by business segment.