Remuneration Policies for the Management and Supervisory Bodies and Staff Members 

Under the terms and for the purposes of RGICSF, Bank of Portugal Notice no. 3/2020, and in compliance with the disclosure duties related to the remuneration policies provided therein, the Remuneration Committee shall undertake an annual review and assessment of the implementation of the remuneration policies and procedures. A report prepared by the Remuneration Committee regarding the annual review and assessment of the implementation of the remuneration policy for the Management and Supervisory Bodies and for the Staff Members is to be submitted to the GSB, to the General Shareholders’ Meeting of novobanco and to the EBD, which shall implement any identified measures to correct possible deficiencies that may be included in such annual review.

Prior to the closing of the 2022 accounts, the Remuneration Committee has made such evaluation of the remuneration policies and procedures, with no deficiencies identifed. Also, an assessment and review of the remuneration policies for the Management and Supervisory Bodies and for Staff Members of novobanco has been made by several departments (Human Capital, Legal, Compliance and Risk), to ensure alignment of procedures and practices and also to reflect changes in legislation. In particular, the following was reflected in the Remuneration Policies (as applicable):

Variable Remuneration Deferral Period for Identified Staff and Board Members: updated to 5 years since novobanco is considered a significant institution for regulatory purposes;

 Weight of Deferred Variable Remuneration for Identified Staff: introduction of a maximum of 60% upfront in the year of the award and defer 40% over the next 4 years (10% each year). The upfront amount shall consider the defined retention period regarding the Remuneration Units portion;

Weight of Deferred Variable Remuneration for Board Members: introduction of a maximum of 50% upfront in the year of the award and defer 50% over the next 4 years (12,5% each year);

Introduction of deferral exclusion conditions for Identified Staff when the total annual award is less than 50,000 € and it does not represent more than 1/3 of total annual remuneration for that employee;

The Remuneration Policies have been prepared in accordance with the legislation in force on that date, and in particular with the RGICSF, Notice no. 3/2020, the EBA Guidelines 2021/04 relating to sound remuneration policies, and related legislation and reflect the objectives, strategy, structure and culture of the Bank, steered by principles of meritocracy and transparency.

The Remuneration Committee considers that the Remuneration Policies are adequate to the current situation of novobanco and that the incentives defined for the members of the Executive Board of Directors and for the different categories of employees, as well as the structure of those incentives, are aligned to the long-term objectives of the institution and of the various stakeholders.

The Governance of the Remuneration Policy provides for the involvement of several internal structures, namely the Remuneration Committee, the Risk Committee of the GSB, and also several Departments of the Bank, including the Risk, Compliance, Audit, Legal, and Human Capital Departments, ensuring full alignment of the established practices with the applicable regulatory requirements.

i)   Limits to remuneration in novobanco

Following the sale process of novobanco, and in the context of the State aid granted, the Portuguese State assumed certain commitments before the European Commission (State Aid no.SA.49275 (2017 / N)) up to the end of the Restructuring Period, whose termination is currently being reviewed by the European Commission and is pending confirmation (hereinafter the “Restructuring Period”).

This situation entailed certain limitations to the remuneration of the members of the Management and Supervisory Bodies and to Employees of novobanco.

These limitations will no longer be applicable upon the end of the Restructuring Period, without any review of the Remuneration Policies being required. Deferred amounts that were created as a result of this remuneration cap will then be due for payment.

ii)  Description of the Remuneration Policy of the Management and Supervisory Bodies

Policy Approval Powers. The approval of the Remuneration Policy of the Management and Supervisory Bodies is the responsibility of the General Meeting, upon proposal of the Remuneration Committee of the GSB, and this Committee is also responsible for, among others:

Decide on the remuneration to be attributed to the members of the EBD, as well as their KPIs, and define and approve the budget for the total variable remuneration of employees, based, among other factors, on the operating results in the period;

 Verify if the existing remuneration policies are updated and if necessary propose the appropriate changes;

 Review the mechanisms and systems used to ensure that remuneration systems are consistent with sound and effective risk management and assess the criteria used to define remuneration and ex ante risk adjustment based on actual risk outcomes (Clawback or Malus);

General and Supervisory Board. Only the independent members of the GSB shall receive remuneration from novobanco, approved by the General Shareholders’ Meeting, such remuneration being fixed only and paid 12 times per year. If applicable, the members of the GSB were also subject to the limitations referred to in i) above.

Executive Board of Directors. The remuneration of the EBD consists of a fixed component and a variable component. The fixed remuneration is established according to the complexity, level of responsibility and skills required for the function, and is paid 14 times per year. The variable component of the remuneration is awarded on a discretionary basis, according to individual and collective performance assessment that takes into account quantitative and qualitative criteria. These criteria are set by the Remuneration Committee and informed in due time to the members of the EBD.

The following criteria are also considered in the process of attribution of variable remuneration:

It may only be attributed if it does not jeopardise the Bank's ability to maintain a solid own funds base, if the Bank has achieved positive operating results, and if its attribution is consistent with sound and effective risk management practices;

It is subject to a maximum cap of 100% of the annual fixed remuneration, or as otherwise approved by the General Shareholders’ Meeting;

It is phased over a multi-year framework, being deferred over a period of five years from the reference year with 50% paid upfront in the first year and 12.5% in the following four. During the Restructuring Period, the amounts awarded relating to years 2019, 2020 and 2021 were 100% deferred and will only become a vested right and, consequently, will only be paid, at the end of that period and under the terms defined in the respective Policy.

50% of the Variable Remuneration awarded shall take the form of Remuneration Units, whose terms and conditions regarding the award, vesting and payment are defined in the Remuneration Units Regulation. The value of each Remuneration Unit is determined by the Remuneration Committee, according to financial indicators of the Bank, prior to settlement of any deferred amount.

Any possible severances must be determined by Remuneration Committee.

Besides any commitment agreed in the hiring process under the form of a sign-on bonus, no other Variable Remuneration shall be guaranteed in any way.

All Variable Remuneration amounts paid or deferred, regardless of whether they constitute vested rights, are subject to risk-based adjustments, Clawback and/or Malus, including those that are deferred as a result of the application of the limits established in point i) (Limitations on remuneration at novobanco).

In what concerns other benefits, such as Health Insurance or Mobile Phone, the internal policies defined for the purpose shall apply.

iii)   Description of the Remuneration Policy to Employees

Policy Approval Powers. The approval of the Remuneration Policy for Employees is the responsibility of the Executive Board of Directors, upon a proposal of the Remuneration Committee.

Identified Staff

Selection of employees. The Bank's Employee Remuneration Policy includes specific chapters applicable to employees who have or may have a significant impact on novobanco's risk profile - classified as Identified Staff, as set forth in the Policy.

The list of Identified Staff is reported annually to the Bank of Portugal, under Bank of Portugal Instruction no.18/2020.

Components of Remuneration. The Fixed Remuneration shall reflect the skills, experience and responsibility inherent to the function performed, and shall not depend on performance. The attribution of Variable Remuneration to the Identified Staff, as well as its annual amount, depends on the decision of the Remuneration Committee and of the EBD. When a Variable Remuneration exists, it is calculated based on individual and collective performance, taking into account the following principles:

Performance must be assessed according to quantitative and qualitative criteria and through financial and non-financial variables;

The period of assessment of performance and attribution of variable remuneration must be multi-annual - which implies that a substantial part of the amount attributed be deferred so as to take into account economic cycles and the management of risk and promote the retention of Identified Staff. novobanco Policy defines that Variable Remuneration shall be deferred over a period of 5 years from reference year, with 60% paid upfront in the first year and 10% in the following four;

Identified Staff Variable Remuneration shall be excluded from deferral, when total annual award is less than 50,000 € and it does not represent more than 1/3 of total annual remuneration for that employee;

All Variable Remuneration amounts paid or deferred are subject to risk adjustment mechanisms (Malus and Clawback), as described in the Remuneration Policy;

The amount attributed is limited to 100% of the annual Fixed Remuneration or as otherwise approved by the General Meeting;

50% of the Variable Remuneration awarded shall take the form of Remuneration Units, whose terms and conditions regarding the award, vesting and payment are defined in the Remuneration Units Regulation. The value of each Remuneration Unit is determined by the Remuneration Committee, according to financial indicators of the Bank, prior to settlement of any deferred amount.

Variable remuneration, in the form of a sign-on bonus, can only be guaranteed in the first year of hiring.

Retention Plans can be setup to Identified Staff and they might result in a Variable Remuneration award higher than 100% of annual Fixed Remuneration, with the exception detailed in a specific internal regulation that was approved in a General Meeting of shareholders. 

Besides any commitment agreed in the hiring process under the form of a sign-on bonus or possible compensation for retention under a retention plan, no other Variable Remuneration shall be guaranteed in any way.

All Variable Remuneration amounts paid or deferred, regardless of whether they constitute vested rights, are subject to risk-based adjustments, Clawback and/or Malus, including those that are deferred as a result of the application of the limits established in point i) (Limitations on remuneration at novobanco).

Policy for Selection and Assessment of the Management and Supervisory Bodies and Key Function Holders 

Novobanco has in place a Policy for Selection and Assessment of the Management and Supervisory Bodies and Key Function Holders (the “Policy”), thus ensuring compliance with the legal and regulatory framework in force and the implementation of the required governance standards for Significant Financial Institutions. The Policy was approved by the Nomination Committee, the EBD, the GSB, and the General Shareholders’ Meeting.

The Policy aims to ensure that the members of the Management and Supervisory Bodies and Key Function Holders (essentially the holders of the Risk, Audit, and Compliance Functions, branch general managers and other managers identified by the Bank as having risk-taking functions, currently the heads of Treasury and Marketing) meet all the fit and proper criteria to perform their functions, both at the time of appointment and throughout their mandates. This suitability to the function basically refers to the capacity to permanently ensure a sound and prudent management of the institution, which is assessed in accordance with the following requirements: i) Experience; ii) Repute; (iii) Independence; iv) Availability; and v) Collective Suitability.

Policy for the Selection and Evaluation of Novo Banco’ Statutory Auditor and the Contracting of Non-prohibited Non-audit services.

Novobanco revised in 2021 its Policy for the Selection and Evaluation of novobanco' Statutory Auditor and for the contracting of non-prohibited non-audit services, in compliance of the applicable regulations. This Policy was approved by the Financial Affairs (Audit) Committee of the GSB, by the GSB and by novobanco’s General Shareholders’ Meeting.

This Policy applies to the selection, designation and assessment of the Statutory Auditor and aims to ensure that the Statutory Auditor fulfils the necessary requirements of suitability (“fit and proper”), professional experience, independence and availability, taking into account the nature, dimension and complexity of novobanco’ activity and the responsibilities inherent to the specific tasks to be performed.

To achieve its purpose, the Policy defines the evaluation criteria, stipulates an obligation to monitor the Statutory Auditor's activity and establishes the internal responsibilities and the procedures that must be followed.

In addition, the Policy defines the criteria and procedures to apply in case non-audit services are contracted with the Statutory Auditor and defines the ones which are allowed and the ones which are prohibited.

The Markets in Financial Instruments Directive, no. 2014/65/EU, of 15 May 2014 (“MiFID II), and related regulations, which entered into force in January 2018, aim to reinforce investor protection and increase the transparency and quality of the financial market operation and services provided, and cover all persons and entities operating in the markets in financial instruments. In addition, the national legislation on financial intermediation activities (in particular the Securities Code) and life insurance mediation (in particular Law 7/2019 of 16 January) constitutes the basic framework for fair and transparent action by financial market operators and, as such, for the novobanco Group.

To address the international trend towards a tightening of the duties of financial intermediaries - of transparency, legality, completeness of information, diligence and protection of investors -, as well as changes in the rules for marketing financial instruments, novobanco has adopted the best practices in terms of the governance of products and services, ensuring the prior assessment and subsequent monitoring of its offer, with the Compliance Department having extended responsibilities in this area.

In compliance with the legal framework, novobanco has approved its standards and policies, and discloses them in a dedicated area of its website.

The most salient aspects of these standards and policies are summarised below:

Recording and register of communications. novobanco is obliged to keep recordings and registers of all communications with Customers and potential Customers, with regard to all services, activities and operations carried out.

Customer classification. novobanco classifies its customers for the purpose of transactions in financial instruments into one of three categories: non-professional, professional and eligible counterparty. These classifications have implications on the level of protection allocated to the investor. The lower the knowledge and experience of the customer about markets and financial instruments the greater the level of protection.

Assessment of adequacy. In order to ensure that the financial instruments or investment services it provides suit its Customers’ investment profile, novobanco asks its Customers and potential Customers to complete investor profile questionnaires, in order to obtain a more comprehensive and detailed image of, inter alia, their experience and knowledge of investment, their financial situation, their investment objectives (including capacity to withstand losses) and their risk tolerance. This sharing of information and knowledge permits to assess whether a given investment product or service is adequate to the specific situation of the investing client.

Safeguard of Customer Assets. The Securities Code sets forth that in all acts performed, as well as in accounting and transactions records, the financial intermediary should adopt procedures and implement measures permitting to maintain a clear distinction between its assets and the assets of each of its clients to ensure that the opening of proceedings for the insolvency, recovery of the company or reorganisation of the financial intermediary does not have effects on actions carried out by the financial intermediary on behalf of its clients. The financial intermediary may not utilise, for its own or a third party’s benefit, the clients’ financial instruments or exercise the rights inherent thereto, unless the holders have agreed thereto. novobanco has in place procedures that ensure compliance with these rules.

Offer screening process. novobanco has established procedures that govern the design, approval, distribution and monitoring of the products and services offered. These procedures provide for the screening of new products and services offers, and the monitoring of the existing offer.

Code of Conduct

The novobanco Group Code of Conduct came into force in 2015 and was revised and updated in 2021. The code applies to all the members of the management and supervisory bodies of the novobanco Group companies, to the employees of Novobanco and the novobanco Group entities, and also to providers of goods and services when such is contractually provided for, or mandatorily in the case of some outsourced services. The Code of Conduct promotes a set of rules and good practices to be followed by the employees in their relationship with the clients and with the bank itself and aims to ensure that everyone knows the ethical and professional principles and standards that should guide their performance and is aware of the need and importance to follow them so as to ensure that the interests of shareholders, employees and clients are at all times respected.

Policy of Conflicts of Interest

The Policy of Conflicts of Interest establishes rules on the identification, management and monitoring of potential conflicts of interest in the various activities of novobanco and the novobanco Group, but also with respect to their corporate bodies, employees, and ultimately, their suppliers. It enables compliance with the applicable legal and regulatory provisions, and seeks to ensure that any possible situation of conflict of interests identified is recorded, assessed, and, as the case may be, mitigated or, at limit, abstaining from action, by the group, the bank and its agents.

Whistleblowing Policy 

Novobanco remains strongly committed to the growing internalisation of a culture of compliance, namely entailing the reporting of undue or irregular behaviours or behaviours that go against the law, the regulations, good practices, and the bank's internal policies.

The Whistleblowing Policy regulates, through specific, independent and autonomous means, the reporting of irregularities by the bank's employees, as well as by service providers or any third parties, and its objectives are to preserve the bank's reputation, effectively protect its assets and those of its clients, and prevent or detect in advance any irregularities that may be committed.

This Policy also aims to ensure compliance with the provisions of the Legal Framework of Credit Institutions and Financial Companies, Bank of Portugal Notice No. 3/2020, the Securities Code, and Law No. 83/2017 of 18 August establishing measures to combat money laundering and terrorist financing (the "LBCFT").

Whistleblowing reports may also be submitted through the following channels, at the choice of the whistleblower:

a)     By letter to the Compliance Officer, address Avenida da Liberdade, 195, 10º andar, 1250-142 Lisboa;

b)     Through the Form available at www.novobanco.pt or, alternatively, if the whistleblower is a novobanco employee, through ‘Somos novobanco’ (intranet); ou

c)     By e-mail to: irregularidades@novobanco.pt

At the end of the current financial year, a new irregularity communication channel was implemented where it is possible to communicate irregularities in a safe and anonymous way, thus providing an alternative to the current channels.

Whistleblowing reports may also be submitted verbally.

The whistleblower who makes his/her report in written form may freely chose to do it anonymously, or else to sign it / identify him/herself, in which case he/she may request that his/her anonymity be maintained.

The Compliance Department is the structural unit that, in coordination with the Compliance Committee of the GSB, is responsible for monitoring the implementation of this Policy and for ensuring that the procedure for analysing and handling whistleblowing reports is properly implemented and that the measures deemed appropriate are effectively adopted.

In 2022, two reports of irregularities were received which, following enquiries, proved to be unfounded.

The General and Supervisory Board is responsible for managing the irregularities communication system, ensuring the confidentiality of communications.

Related-Party Transactions Policy

Novobanco’s Related-Party Transactions Policy sets down rules aimed at identifying transactions concluded between novobanco and its Related Parties and at ensuring that the bank complies with s with the applicable legal and regulatory provisions, namely the Bank of Portugal's Notice no. 3/2020, the European Banking Authority (EBA) Guidelines and Articles 85 and 109 of the Legal Framework of Credit Institutions and Financial Companies.

In this context, the control system implemented identifies those involved in transactions contracted with the bank, in strict compliance with the applicable legislation. The process of identification, analysis and validation is described in Internal Regulations. Certain assessments and approvals are mandatory prior to the conclusion of transactions (loan granting, placement or subscription of securities, real estate operations, acquisition or disposal of equity holdings or other contractual relationships). Specifically, proposed transactions with Related Parties must be submitted for analysis and opinion to the Compliance Department and the Risk Management function, for subsequent submission to the opinion of the Compliance Committee of the GSB (with subsequent ratification by the GSB), and for approval by the EBD and subsequent GSB ratification.  

Anti-Bribery and Anti-Corruption Policy

Corruption and bribery represent one of the key challenges in modern society and fighting them requires a joint effort by all sectors of society, including banking, which plays an important role in promoting a culture of public integrity. The fight against practices of corruption and bribery becomes everyone’s responsibility, requiring the development of a new set of preventive duties and methodologies across organisations and public and private entities. The Anti-Bribery and Anti-Corruption Policy approved by the Compliance Committee of the GSB, and by the EBD aims to prevent and mitigate the risk of corruption and bribery, and related practices, reaffirming novobanco's commitment to building up integrity in society.

Policies on the Prevention of Money Laundering and Terrorist Financing

A bank's ability to detect and prevent activities capable of constituting money laundering and terrorist financing is directly linked to the knowledge, by banks, of certain elements about their counterparties and respective transactions.

The novobanco Group, through its Compliance Department, sets up the conditions that enable the bank to detect and prevent, through adequate policies and procedures, the possibility of the Bank and the Group being used as vehicles for money laundering or terrorist financing activities, such risks materialising to a significant extent within the financial system. 

Aware of the challenge that this control and preventive action represents, the novobanco Group maintains the ongoing reassessment of the risks it incurs, by virtue of its business, operations and the geographies where it operates, endeavouring to identify weaknesses and areas of greater exposure, in order to ensure it has in place adequate methods of control and mitigation of money laundering or terrorist financing risks. The ability to prevent and, if possible, detect activities capable of constituting such crimes is directly linked to the bank's knowledge about its clients, their counterparties and the transactions they engage in, particularly at the following moments:

·       Opening of contract or change of a party in an existing contract, through what is known as KYC (Know Your Customer) - i.e., the identification of contract parties, representatives and beneficial owners must be effectively established;

·       Monitoring contracts' transactions - KYT (Know Your Transactions), spotting unusual situations, either beforehand or by contacting the client after the situation was detected.

·       Analysis of counterparties risk in investment and divestment transactions, and of transaction and source of funds circuits, under the terms of the Law.

To that end, novobanco Group, using software tools with internationally recognised results to complement the experience of its human capital, has created and developed assessment models that will ensure that greater scrutiny is applied where this proves more necessary.

novobanco Group, complying with its regulatory obligations, develops training exercises in preventing money laundering and terrorist financing for all its employees (commercial and central structures, including senior management, members of the management and supervisory bodies). Training can be remote or face-to-face, the latter mainly directed to new employees, and the objective is to equip them with skills that enable them to collaborate with the control functions in mitigating the risks inherent to the execution of their functions.

In 2022, novobanco maintained the training on money laundering and terrorism financing prevention, having provided 11 532.5 hours of online training (including 1 283 hours for senior management).

Training is seen as a key tool for a correct flagging by the employees of potential situations of money laundering and terrorist financing. On the other hand, it is also crucial for the purpose of the adequate fulfilment of the legal and regulatory duties to which the bank is subject.

The prevention of money laundering and terrorist financing is one of the foundations of confidence in the financial system and as such will continue to deserve permanent operational and strategic attention by the novobanco Group.

In 2022 the novobanco Group examined 10 745 new contracts, of which 185 were rejected. In addition, 1 860 other contracts were analysed, upon which their ownership was changed. It also analysed 15 375 transactions under existing contracts, of which 616 were reported to the competent authorities. 

Remuneration Policies for the Management and Supervisory Bodies and Staff Members 

Under the terms and for the purposes of RGICSF, Bank of Portugal Notice no. 3/2020, and in compliance with the disclosure duties related to the remuneration policies provided therein, the Remuneration Committee shall undertake an annual review and assessment of the implementation of the remuneration policies and procedures. A report prepared by the Remuneration Committee regarding the annual review and assessment of the implementation of the remuneration policy for the Management and Supervisory Bodies and for the Staff Members is to be submitted to the GSB, to the General Shareholders’ Meeting of novobanco and to the EBD, which shall implement any identified measures to correct possible deficiencies that may be included in such annual review.

Prior to the closing of the 2022 accounts, the Remuneration Committee has made such evaluation of the remuneration policies and procedures, with no deficiencies identifed. Also, an assessment and review of the remuneration policies for the Management and Supervisory Bodies and for Staff Members of novobanco has been made by several departments (Human Capital, Legal, Compliance and Risk), to ensure alignment of procedures and practices and also to reflect changes in legislation. In particular, the following was reflected in the Remuneration Policies (as applicable):

Variable Remuneration Deferral Period for Identified Staff and Board Members: updated to 5 years since novobanco is considered a significant institution for regulatory purposes;

 Weight of Deferred Variable Remuneration for Identified Staff: introduction of a maximum of 60% upfront in the year of the award and defer 40% over the next 4 years (10% each year). The upfront amount shall consider the defined retention period regarding the Remuneration Units portion;

Weight of Deferred Variable Remuneration for Board Members: introduction of a maximum of 50% upfront in the year of the award and defer 50% over the next 4 years (12,5% each year);

Introduction of deferral exclusion conditions for Identified Staff when the total annual award is less than 50,000 € and it does not represent more than 1/3 of total annual remuneration for that employee;

The Remuneration Policies have been prepared in accordance with the legislation in force on that date, and in particular with the RGICSF, Notice no. 3/2020, the EBA Guidelines 2021/04 relating to sound remuneration policies, and related legislation and reflect the objectives, strategy, structure and culture of the Bank, steered by principles of meritocracy and transparency.

The Remuneration Committee considers that the Remuneration Policies are adequate to the current situation of novobanco and that the incentives defined for the members of the Executive Board of Directors and for the different categories of employees, as well as the structure of those incentives, are aligned to the long-term objectives of the institution and of the various stakeholders.

The Governance of the Remuneration Policy provides for the involvement of several internal structures, namely the Remuneration Committee, the Risk Committee of the GSB, and also several Departments of the Bank, including the Risk, Compliance, Audit, Legal, and Human Capital Departments, ensuring full alignment of the established practices with the applicable regulatory requirements.

i)   Limits to remuneration in novobanco

Following the sale process of novobanco, and in the context of the State aid granted, the Portuguese State assumed certain commitments before the European Commission (State Aid no.SA.49275 (2017 / N)) up to the end of the Restructuring Period, whose termination is currently being reviewed by the European Commission and is pending confirmation (hereinafter the “Restructuring Period”).

This situation entailed certain limitations to the remuneration of the members of the Management and Supervisory Bodies and to Employees of novobanco.

These limitations will no longer be applicable upon the end of the Restructuring Period, without any review of the Remuneration Policies being required. Deferred amounts that were created as a result of this remuneration cap will then be due for payment.

ii)  Description of the Remuneration Policy of the Management and Supervisory Bodies

Policy Approval Powers. The approval of the Remuneration Policy of the Management and Supervisory Bodies is the responsibility of the General Meeting, upon proposal of the Remuneration Committee of the GSB, and this Committee is also responsible for, among others:

Decide on the remuneration to be attributed to the members of the EBD, as well as their KPIs, and define and approve the budget for the total variable remuneration of employees, based, among other factors, on the operating results in the period;

 Verify if the existing remuneration policies are updated and if necessary propose the appropriate changes;

 Review the mechanisms and systems used to ensure that remuneration systems are consistent with sound and effective risk management and assess the criteria used to define remuneration and ex ante risk adjustment based on actual risk outcomes (Clawback or Malus);

General and Supervisory Board. Only the independent members of the GSB shall receive remuneration from novobanco, approved by the General Shareholders’ Meeting, such remuneration being fixed only and paid 12 times per year. If applicable, the members of the GSB were also subject to the limitations referred to in i) above.

Executive Board of Directors. The remuneration of the EBD consists of a fixed component and a variable component. The fixed remuneration is established according to the complexity, level of responsibility and skills required for the function, and is paid 14 times per year. The variable component of the remuneration is awarded on a discretionary basis, according to individual and collective performance assessment that takes into account quantitative and qualitative criteria. These criteria are set by the Remuneration Committee and informed in due time to the members of the EBD.

The following criteria are also considered in the process of attribution of variable remuneration:

It may only be attributed if it does not jeopardise the Bank's ability to maintain a solid own funds base, if the Bank has achieved positive operating results, and if its attribution is consistent with sound and effective risk management practices;

It is subject to a maximum cap of 100% of the annual fixed remuneration, or as otherwise approved by the General Shareholders’ Meeting;

It is phased over a multi-year framework, being deferred over a period of five years from the reference year with 50% paid upfront in the first year and 12.5% in the following four. During the Restructuring Period, the amounts awarded relating to years 2019, 2020 and 2021 were 100% deferred and will only become a vested right and, consequently, will only be paid, at the end of that period and under the terms defined in the respective Policy.

50% of the Variable Remuneration awarded shall take the form of Remuneration Units, whose terms and conditions regarding the award, vesting and payment are defined in the Remuneration Units Regulation. The value of each Remuneration Unit is determined by the Remuneration Committee, according to financial indicators of the Bank, prior to settlement of any deferred amount.

Any possible severances must be determined by Remuneration Committee.

Besides any commitment agreed in the hiring process under the form of a sign-on bonus, no other Variable Remuneration shall be guaranteed in any way.

All Variable Remuneration amounts paid or deferred, regardless of whether they constitute vested rights, are subject to risk-based adjustments, Clawback and/or Malus, including those that are deferred as a result of the application of the limits established in point i) (Limitations on remuneration at novobanco).

In what concerns other benefits, such as Health Insurance or Mobile Phone, the internal policies defined for the purpose shall apply.

iii)   Description of the Remuneration Policy to Employees

Policy Approval Powers. The approval of the Remuneration Policy for Employees is the responsibility of the Executive Board of Directors, upon a proposal of the Remuneration Committee.

Identified Staff

Selection of employees. The Bank's Employee Remuneration Policy includes specific chapters applicable to employees who have or may have a significant impact on novobanco's risk profile - classified as Identified Staff, as set forth in the Policy.

The list of Identified Staff is reported annually to the Bank of Portugal, under Bank of Portugal Instruction no.18/2020.

Components of Remuneration. The Fixed Remuneration shall reflect the skills, experience and responsibility inherent to the function performed, and shall not depend on performance. The attribution of Variable Remuneration to the Identified Staff, as well as its annual amount, depends on the decision of the Remuneration Committee and of the EBD. When a Variable Remuneration exists, it is calculated based on individual and collective performance, taking into account the following principles:

Performance must be assessed according to quantitative and qualitative criteria and through financial and non-financial variables;

The period of assessment of performance and attribution of variable remuneration must be multi-annual - which implies that a substantial part of the amount attributed be deferred so as to take into account economic cycles and the management of risk and promote the retention of Identified Staff. novobanco Policy defines that Variable Remuneration shall be deferred over a period of 5 years from reference year, with 60% paid upfront in the first year and 10% in the following four;

Identified Staff Variable Remuneration shall be excluded from deferral, when total annual award is less than 50,000 € and it does not represent more than 1/3 of total annual remuneration for that employee;

All Variable Remuneration amounts paid or deferred are subject to risk adjustment mechanisms (Malus and Clawback), as described in the Remuneration Policy;

The amount attributed is limited to 100% of the annual Fixed Remuneration or as otherwise approved by the General Meeting;

50% of the Variable Remuneration awarded shall take the form of Remuneration Units, whose terms and conditions regarding the award, vesting and payment are defined in the Remuneration Units Regulation. The value of each Remuneration Unit is determined by the Remuneration Committee, according to financial indicators of the Bank, prior to settlement of any deferred amount.

Variable remuneration, in the form of a sign-on bonus, can only be guaranteed in the first year of hiring.

Retention Plans can be setup to Identified Staff and they might result in a Variable Remuneration award higher than 100% of annual Fixed Remuneration, with the exception detailed in a specific internal regulation that was approved in a General Meeting of shareholders. 

Besides any commitment agreed in the hiring process under the form of a sign-on bonus or possible compensation for retention under a retention plan, no other Variable Remuneration shall be guaranteed in any way.

All Variable Remuneration amounts paid or deferred, regardless of whether they constitute vested rights, are subject to risk-based adjustments, Clawback and/or Malus, including those that are deferred as a result of the application of the limits established in point i) (Limitations on remuneration at novobanco).

Policy for Selection and Assessment of the Management and Supervisory Bodies and Key Function Holders 

Novobanco has in place a Policy for Selection and Assessment of the Management and Supervisory Bodies and Key Function Holders (the “Policy”), thus ensuring compliance with the legal and regulatory framework in force and the implementation of the required governance standards for Significant Financial Institutions. The Policy was approved by the Nomination Committee, the EBD, the GSB, and the General Shareholders’ Meeting.

The Policy aims to ensure that the members of the Management and Supervisory Bodies and Key Function Holders (essentially the holders of the Risk, Audit, and Compliance Functions, branch general managers and other managers identified by the Bank as having risk-taking functions, currently the heads of Treasury and Marketing) meet all the fit and proper criteria to perform their functions, both at the time of appointment and throughout their mandates. This suitability to the function basically refers to the capacity to permanently ensure a sound and prudent management of the institution, which is assessed in accordance with the following requirements: i) Experience; ii) Repute; (iii) Independence; iv) Availability; and v) Collective Suitability.

Policy for the Selection and Evaluation of Novo Banco’ Statutory Auditor and the Contracting of Non-prohibited Non-audit services.

Novobanco revised in 2021 its Policy for the Selection and Evaluation of novobanco' Statutory Auditor and for the contracting of non-prohibited non-audit services, in compliance of the applicable regulations. This Policy was approved by the Financial Affairs (Audit) Committee of the GSB, by the GSB and by novobanco’s General Shareholders’ Meeting.

This Policy applies to the selection, designation and assessment of the Statutory Auditor and aims to ensure that the Statutory Auditor fulfils the necessary requirements of suitability (“fit and proper”), professional experience, independence and availability, taking into account the nature, dimension and complexity of novobanco’ activity and the responsibilities inherent to the specific tasks to be performed.

To achieve its purpose, the Policy defines the evaluation criteria, stipulates an obligation to monitor the Statutory Auditor's activity and establishes the internal responsibilities and the procedures that must be followed.

In addition, the Policy defines the criteria and procedures to apply in case non-audit services are contracted with the Statutory Auditor and defines the ones which are allowed and the ones which are prohibited.

In 2022, under this policy, the novobanco' Statutory Auditor was assessed for the year 2021.

The Markets in Financial Instruments Directive, no. 2014/65/EU, of 15 May 2014 (“MiFID II), and related regulations, which entered into force in January 2018, aim to reinforce investor protection and increase the transparency and quality of the financial market operation and services provided, and cover all persons and entities operating in the markets in financial instruments. In addition, the national legislation on financial intermediation activities (in particular the Securities Code) and life insurance mediation (in particular Law 7/2019 of 16 January) constitutes the basic framework for fair and transparent action by financial market operators and, as such, for the novobanco Group.

To address the international trend towards a tightening of the duties of financial intermediaries - of transparency, legality, completeness of information, diligence and protection of investors -, as well as changes in the rules for marketing financial instruments, novobanco has adopted the best practices in terms of the governance of products and services, ensuring the prior assessment and subsequent monitoring of its offer, with the Compliance Department having extended responsibilities in this area.

In compliance with the legal framework, novobanco has approved its standards and policies, and discloses them in a dedicated area of its website.

The most salient aspects of these standards and policies are summarised below:

Recording and register of communications. novobanco is obliged to keep recordings and registers of all communications with Customers and potential Customers, with regard to all services, activities and operations carried out.

Customer classification. novobanco classifies its customers for the purpose of transactions in financial instruments into one of three categories: non-professional, professional and eligible counterparty. These classifications have implications on the level of protection allocated to the investor. The lower the knowledge and experience of the customer about markets and financial instruments the greater the level of protection.

Assessment of adequacy. In order to ensure that the financial instruments or investment services it provides suit its Customers’ investment profile, novobanco asks its Customers and potential Customers to complete investor profile questionnaires, in order to obtain a more comprehensive and detailed image of, inter alia, their experience and knowledge of investment, their financial situation, their investment objectives (including capacity to withstand losses) and their risk tolerance. This sharing of information and knowledge permits to assess whether a given investment product or service is adequate to the specific situation of the investing client.

Safeguard of Customer Assets. The Securities Code sets forth that in all acts performed, as well as in accounting and transactions records, the financial intermediary should adopt procedures and implement measures permitting to maintain a clear distinction between its assets and the assets of each of its clients to ensure that the opening of proceedings for the insolvency, recovery of the company or reorganisation of the financial intermediary does not have effects on actions carried out by the financial intermediary on behalf of its clients. The financial intermediary may not utilise, for its own or a third party’s benefit, the clients’ financial instruments or exercise the rights inherent thereto, unless the holders have agreed thereto. novobanco has in place procedures that ensure compliance with these rules.

Offer screening process. novobanco has established procedures that govern the design, approval, distribution and monitoring of the products and services offered. These procedures provide for the screening of new products and services offers, and the monitoring of the existing offer.

Code of Conduct

The novobanco Group Code of Conduct came into force in 2015 and was revised and updated in 2021. The code applies to all the members of the management and supervisory bodies of the novobanco Group companies, to the employees of Novobanco and the novobanco Group entities, and also to providers of goods and services when such is contractually provided for, or mandatorily in the case of some outsourced services. The Code of Conduct promotes a set of rules and good practices to be followed by the employees in their relationship with the clients and with the bank itself and aims to ensure that everyone knows the ethical and professional principles and standards that should guide their performance and is aware of the need and importance to follow them so as to ensure that the interests of shareholders, employees and clients are at all times respected.

Policy of Conflicts of Interest

The Policy of Conflicts of Interest establishes rules on the identification, management and monitoring of potential conflicts of interest in the various activities of novobanco and the novobanco Group, but also with respect to their corporate bodies, employees, and ultimately, their suppliers. It enables compliance with the applicable legal and regulatory provisions, and seeks to ensure that any possible situation of conflict of interests identified is recorded, assessed, and, as the case may be, mitigated or, at limit, abstaining from action, by the group, the bank and its agents.

Whistleblowing Policy 

Novobanco remains strongly committed to the growing internalisation of a culture of compliance, namely entailing the reporting of undue or irregular behaviours or behaviours that go against the law, the regulations, good practices, and the bank's internal policies.

The Whistleblowing Policy regulates, through specific, independent and autonomous means, the reporting of irregularities by the bank's employees, as well as by service providers or any third parties, and its objectives are to preserve the bank's reputation, effectively protect its assets and those of its clients, and prevent or detect in advance any irregularities that may be committed.

This Policy also aims to ensure compliance with the provisions of the Legal Framework of Credit Institutions and Financial Companies, Bank of Portugal Notice No. 3/2020, the Securities Code, and Law No. 83/2017 of 18 August establishing measures to combat money laundering and terrorist financing (the "LBCFT").

Whistleblowing reports may also be submitted through the following channels, at the choice of the whistleblower:

a)     By letter to the Compliance Officer, address Avenida da Liberdade, 195, 10º andar, 1250-142 Lisboa;

b)     Through the Form available at www.novobanco.pt or, alternatively, if the whistleblower is a novobanco employee, through ‘Somos novobanco’ (intranet); ou

c)     By e-mail to: irregularidades@novobanco.pt

At the end of the current financial year, a new irregularity communication channel was implemented where it is possible to communicate irregularities in a safe and anonymous way, thus providing an alternative to the current channels.

Whistleblowing reports may also be submitted verbally.

The whistleblower who makes his/her report in written form may freely chose to do it anonymously, or else to sign it / identify him/herself, in which case he/she may request that his/her anonymity be maintained.

The Compliance Department is the structural unit that, in coordination with the Compliance Committee of the GSB, is responsible for monitoring the implementation of this Policy and for ensuring that the procedure for analysing and handling whistleblowing reports is properly implemented and that the measures deemed appropriate are effectively adopted.

In 2022, two reports of irregularities were received which, following enquiries, proved to be unfounded.

The General and Supervisory Board is responsible for managing the irregularities communication system, ensuring the confidentiality of communications.

Related-Party Transactions Policy

Novobanco’s Related-Party Transactions Policy sets down rules aimed at identifying transactions concluded between novobanco and its Related Parties and at ensuring that the bank complies with s with the applicable legal and regulatory provisions, namely the Bank of Portugal's Notice no. 3/2020, the European Banking Authority (EBA) Guidelines and Articles 85 and 109 of the Legal Framework of Credit Institutions and Financial Companies.

In this context, the control system implemented identifies those involved in transactions contracted with the bank, in strict compliance with the applicable legislation. The process of identification, analysis and validation is described in Internal Regulations. Certain assessments and approvals are mandatory prior to the conclusion of transactions (loan granting, placement or subscription of securities, real estate operations, acquisition or disposal of equity holdings or other contractual relationships). Specifically, proposed transactions with Related Parties must be submitted for analysis and opinion to the Compliance Department and the Risk Management function, for subsequent submission to the opinion of the Compliance Committee of the GSB (with subsequent ratification by the GSB), and for approval by the EBD and subsequent GSB ratification.  

Anti-Bribery and Anti-Corruption Policy

Corruption and bribery represent one of the key challenges in modern society and fighting them requires a joint effort by all sectors of society, including banking, which plays an important role in promoting a culture of public integrity. The fight against practices of corruption and bribery becomes everyone’s responsibility, requiring the development of a new set of preventive duties and methodologies across organisations and public and private entities. The Anti-Bribery and Anti-Corruption Policy approved by the Compliance Committee of the GSB, and by the EBD aims to prevent and mitigate the risk of corruption and bribery, and related practices, reaffirming novobanco's commitment to building up integrity in society.

Policies on the Prevention of Money Laundering and Terrorist Financing

A bank's ability to detect and prevent activities capable of constituting money laundering and terrorist financing is directly linked to the knowledge, by banks, of certain elements about their counterparties and respective transactions.

The novobanco Group, through its Compliance Department, sets up the conditions that enable the bank to detect and prevent, through adequate policies and procedures, the possibility of the Bank and the Group being used as vehicles for money laundering or terrorist financing activities, such risks materialising to a significant extent within the financial system. 

Aware of the challenge that this control and preventive action represents, the novobanco Group maintains the ongoing reassessment of the risks it incurs, by virtue of its business, operations and the geographies where it operates, endeavouring to identify weaknesses and areas of greater exposure, in order to ensure it has in place adequate methods of control and mitigation of money laundering or terrorist financing risks. The ability to prevent and, if possible, detect activities capable of constituting such crimes is directly linked to the bank's knowledge about its clients, their counterparties and the transactions they engage in, particularly at the following moments:

·       Opening of contract or change of a party in an existing contract, through what is known as KYC (Know Your Customer) - i.e., the identification of contract parties, representatives and beneficial owners must be effectively established;

·       Monitoring contracts' transactions - KYT (Know Your Transactions), spotting unusual situations, either beforehand or by contacting the client after the situation was detected.

·       Analysis of counterparties risk in investment and divestment transactions, and of transaction and source of funds circuits, under the terms of the Law.

To that end, novobanco Group, using software tools with internationally recognised results to complement the experience of its human capital, has created and developed assessment models that will ensure that greater scrutiny is applied where this proves more necessary.

novobanco Group, complying with its regulatory obligations, develops training exercises in preventing money laundering and terrorist financing for all its employees (commercial and central structures, including senior management, members of the management and supervisory bodies). Training can be remote or face-to-face, the latter mainly directed to new employees, and the objective is to equip them with skills that enable them to collaborate with the control functions in mitigating the risks inherent to the execution of their functions.

In 2022, novobanco maintained the training on money laundering and terrorism financing prevention, having provided 11 532.5 hours of online training (including 1 283 hours for senior management).

Training is seen as a key tool for a correct flagging by the employees of potential situations of money laundering and terrorist financing. On the other hand, it is also crucial for the purpose of the adequate fulfilment of the legal and regulatory duties to which the bank is subject.

The prevention of money laundering and terrorist financing is one of the foundations of confidence in the financial system and as such will continue to deserve permanent operational and strategic attention by the novobanco Group.

In 2022 the novobanco Group examined 10 745 new contracts, of which 185 were rejected. In addition, 1 860 other contracts were analysed, upon which their ownership was changed. It also analysed 15 375 transactions under existing contracts, of which 616 were reported to the competent authorities.