Kontakt
Qred, branch of Qred Bank AB
CVR 38972294
Fruebjergvej 3
2100 Copenhagen
support@qred.dk89 87 10 062100 Copenhagen
Qred is a company licensed to conduct banking activities in accordance with the Banking and Finance Business Act (2004:297).
The AGM is Qred's highest decision-making body, where shareholders exercise their voting rights and make decisions on, among other things, the balance sheet and profit and loss statement in the annual report, discharge from liability, board members for the coming year and election of auditors.
Qred's Board of Directors meets at least four times a year and must decide the internal rules of internal governance and control. The Board of Directors is responsible for Qred's organization and management of its affairs in accordance with, among other things, the Limited Liability Company Act, and has overall responsibility for ensuring that its operations are carried out in accordance with good internal governance and control.
Qred's internal governance and control is formalized through internal rules in the form of policies and instructions, as well as supporting routine descriptions, process descriptions, and checklists. The Board meets at least four times a year and must decide the internal rules for internal governance and control, while the CEO is responsible for implementing them in Qred's operations in accordance with the instructions of the Board of Directors.
The Board is also responsible for ensuring that Qred conducts its activities in an ethically responsible and professional manner, that conflicts of interest are identified and appropriately managed, and that Qred maintains a healthy risk culture.
The Chairman of the Board shall direct the work of the Board of Directors and ensure that the Board fulfils its obligations under the Limited Liability Companies Act and other applicable regulations. The Chairman of the Board shall follow Qred's development through contact with the CEO.
Qred's Chairman of the Board is responsible for conducting an annual suitability assessment to ensure that the directors, CEO and management are individually fit for their duties at all times. This involves assessing whether they:
The suitability assessments and the result are documented.
Committees To support the Board in certain specific areas, the Board has established two committees responsible for preparing the basis for decisions on matters falling within the competence of each committee:
The members of the Remuneration Committee are appointed annually and consist of the Chairman of the Board and an additional Board member. The Remuneration Committee meets twice a year, at which time the CEO and other senior staff may be invited to attend the meetings.
The Risk and Audit Committee meets quarterly prior to the board meeting and consists of 2-3 board members and 1-3 senior executives from the company. One of the members of the Committee shall be appointed by the Management Board as Chairman of the Committee. At least one member of the committee must have experience in identifying, assessing and managing risks in the size and complexity of the company, and at least one member must have accounting or audit expertise.
Committees shall assist the Board with expertise and prepare proposals, advice and preparation of cases in their respective fields. The work of the committees is regulated in more detail in instructions.
The Board of Directors appoints Qred's Chief Executive Officer, who has the authority to make decisions on all matters not to be decided by the Board of Directors or the General Meeting. The Chief Executive Officer is responsible for day-to-day management according to the instructions of the Board of Directors and for the obligations incumbent upon the Executive Director under external rules.
The CEO is responsible for ensuring that policies, instructions, and routine and process descriptions are implemented within the organization and that all employees have access to relevant documentation.
The CEO of the Company has an advisory forum, the Management Team, with the purpose of ensuring that the Company's activities are carried out in a sound and efficient manner. In its work, the management team must always take into account the interests of the company and its customers. The management team usually has to meet when necessary, but at least once a month. The Executive Director shall convene and preside over the meetings, which shall have a fixed agenda and be recorded on the record.
Three lines of defense
Qred uses the principle of three lines of defense to define where in the organization responsibility for and control of the organization's risk-taking should be placed.
The first line of defense consists of the corporate operations, including the CEO, who is responsible for and controls day-to-day risk management and compliance. They are also responsible for carrying out checks on the processes used by Qred, in the form of internal controls.
The second line of defense consists of the risk management function and compliance function, which, among other things, monitors, controls and reports on Qred's risks and on how the company complies with internal and external regulations. The control functions of the second line of defense are subordinate to the Executive Director, and is primarily the independent control body of the Executive Director, but must report directly to both the Board of Directors and the Executive Director.
The third line of defense consists of internal audit. Internal Audit reports directly to the Board of Directors, and is the Board's independent review body. The third line of defense reviews and assesses the first and second lines of defense.
Qred has a remuneration policy (the “Policy”), the purpose of which is to describe and establish the principles of how the Company's remuneration is designed, managed and continuously monitored. The policy shall be consistent with and promote effective risk management and discourage excessive risk-taking. Further, the policy must ensure that the interests of customers are not adversely affected by the company's incentive structure. The remuneration policy is intended to promote Qred's ability to attract and retain competent employees and help ensure that the company's long-term objectives can be achieved.
The Board of Directors is extremely responsible for the content, establishment, implementation and compliance with the remuneration policy. The policy must be regularly, at least annually, reviewed and, if necessary, updated prior to approval by the Board of Directors. A risk analysis shall form the basis for the board's decision to adopt the policy. The Management Board shall also decide on:
The Board of Directors has established a Remuneration Committee.
The Remuneration Committee is responsible for monitoring and assessing the Company's remuneration policy at least once a year and for preparing resolutions on matters relating to remuneration for the Board's resolution. In monitoring remuneration policy, the Remuneration Committee shall also monitor the development of unjustified differences in pay between women and men. The Board of Directors shall, where appropriate, comply with the remuneration decisions taken by the Annual General Meeting.
Risk management process
An annual risk management analysis of the company must be carried out to identify employees whose duties have a material impact on the company's risk profile. The analysis shall take into account all risks to which the Company is or may be exposed, including the risks associated with this Policy and the Company's Remuneration Policy.
General principles
The Company's remuneration policy must be designed in a way that is compatible with and promotes sound and effective risk management and prevents excessive risk-taking. Remuneration policies should encourage employees to perform well and help the company attract and retain competent employees. Remuneration policies must be applied in a gender-neutral manner.
Fixed remuneration
Fixed salary
The basis of the company's remuneration policy is a fixed salary. Fixed salary is set on an ongoing basis, with the first review usually taking place 12 months after the start of employment. As a general rule, salary reviews should take place once a year. The fixed salary of employees must be determined on the basis of objective criteria and be in accordance with market conditions.
In the case of a new hire, the fixed salary must be determined on the basis of the market situation of the corresponding profile and the value that the employee is expected to add to the company. In subsequent salary reviews and when changing the job function, an individual assessment must form the basis for determining the salary, based on parameters such as work performance, autonomy, initiative, responsibility and personal development.
Discriminatory or other unjustified differences between employees' fixed salaries shall not occur. In the context of a salary review, the manager must conduct a development and salary interview with the employee, in which the relationship between work tasks, work results and performance in general, as well as salary development is made clear to the employee. Vacation arrangements are determined in accordance with current legislation and individually in the context of hiring and reviewing salaries.
Variable remuneration
The Board of Directors decides on variable remuneration for the management team and employees whose duties have a material impact on the company's risk profile. The CEO may decide whether other employees (outside the above group) should be eligible to receive variable remuneration.
The Company uses a variable remuneration system in the form of performance-based bonuses to the CEO, the management team and most functions and business units. Performance-based bonuses must be designed in a way that meets the criteria in this section and the policy in general. The criteria for receiving variable remuneration must be based on the overall performance of the company, as well as the individual performance of the employee and the performance of the business unit in which the employee works.
The variable remuneration shall be based on:
Results that form the basis for the calculation of variable remuneration shall be based mainly on risk-adjusted profit targets. The Company must take into account both current and future risks, as well as capital costs and liquidity needs. The Company must ensure that variable remuneration is based on long-term sustainable performance by assessing performance in a multi-year perspective.
In addition, the company's underlying economic cycle and business risks must be taken into account when approving and disbursing the variable remuneration.
When determining variable remuneration, the assessment of the individual performance and performance of employees must take into account both economic and non-economic factors. Among the non-economic factors, the company must consider, among other things, compliance with internal regulations, accountability, customer satisfaction and protection of customer interests.
If the Company's risk management, compliance and internal audit control functions are employed by the Company and are eligible for variable remuneration, the Company shall ensure that such remuneration is determined on the basis of objectives associated with each control function, independent of the performance of the business lines they review.
The Company shall ensure that any variable remuneration does not affect the Company's ability to maintain an adequate capital base or to strengthen its capital base, if necessary. The Company shall maintain a reasonable balance between the fixed and variable remuneration of its employees. The fixed remuneration of employees must always be at a sufficiently high level to be able to set the variable part of the remuneration to zero. The total variable remuneration received by employees must never be at a level that risks undermining the company's capital base and ability to generate a positive outcome in the long term. The total variable remuneration of an employee must never exceed 100% of the employee's annual fixed remuneration. The Company's sales function, which is completely separate from the Company's credit function and credit decisions, is exempt from the above limitation, but may never exceed SEK 100,000 per month in variable remuneration.
Guaranteed variable remuneration
As a general rule, the company does not have to provide variable remuneration that is guaranteed to some employees. If there are special reasons, the board may decide on guaranteed variable remuneration for an employee, but only in connection with new employment and only in the employee's first year of employment.
Qred has established an ethics policy aimed at ensuring that its business is conducted in an ethically responsible and professional manner in accordance with Qred's internal and external regulations. The purpose of this policy is to further promote transparency, integrity and a corporate culture that protects Qred's activities from corruption. The policy establishes common standards to promote Qred's ethical approach and to facilitate employees' handling of situations where applicable rules are lacking or contain limited guidance.
Qred has established a policy and instruction for dealing with conflicts of interest that may arise in the company. Qred employees are expected to act in Qred's best interests at all times and to exercise sound judgment uninfluenced by private interests or shared loyalties. No employee may participate in the consideration of a case or make a credit decision that relates to a relative, a relative's business or in any other way where there may be a risk of fraud. Also, an employee may not handle cases in which the employee has a personal interest, or cases in which a relative of the employee has such an interest, or a business in which the employee or a relative of the employee has a material interest. In such a situation, the employee must be exempted from credit processing and credit decision. Qred employees may not purchase goods or services from related parties without prior approval from the CEO, and the CEO may not purchase goods or services from related parties without prior approval from the Board of Directors.