Decision-making process to determine the remuneration 
By virtue of CEB’s Group Remuneration Policy, the key elements of the governance structure for the fixing, execution and evaluation of the remuneration management are as follows: CEB’s Supervisory Board is responsible for the establishment, implementation and evaluation of the Group Remuneration Policy and it monitors the proper execution by the Managing Board.

The HR, Remuneration & Nomination Committee (a subcommittee of the Supervisory Board, described in more detail below) meets at least each quarter and prepares the decision-making process for the Supervisory Board, taking into account the long-term interests of CEB’s internal and external stakeholders. 

Remuneration of Identified Staff (defined in the Bank’s Group Remuneration Policy and determined as described in the Assessment of Identified Staff Procedure) is determined by the Supervisory Board. The remuneration of non-Identified Staff is determined and implemented by or on behalf of the Managing Board, although the ultimate responsibility for the remuneration policy of non-Identified Staff lies with the Supervisory Board. For senior managers in the control functions Compliance, Risk Management and Internal Audit, remuneration is directly supervised by the HR, Remuneration & Nomination Committee. 
As a general principle, CEB’s Group Remuneration Policy authorizes the Supervisory Board under certain conditions to revise or reclaim the variable remuneration of (a group of) employees, as defined in the policy. 

Link between performance and pay
One of the key elements of CEB’s Group Remuneration Policy is the description of the performance review process, a summary of which is given here: 
Based on predetermined and assessable objectives comprising financial and non-financial elements, and on the basis of annually determined company objectives and desired competences, an employee’s overall performance is assessed at least once per year. The non-financial objectives form a substantial portion (at least 50%) of the total set of objectives for an employee. 

Objective-setting 
Each year, the Managing Board formulates its own financial and non-financial objectives and presents them for approval to the Supervisory Board. The approved objectives are then cascaded down to the relevant Identified Staff members and other employees. Pursuant to the Group Remuneration Policy, financial objective-setting for employees in control functions shall not be based on the commercial objectives of CEB; that is, the objectives for these employees are set independently from the financial targets or results of the business they control. 

Performance Assessment 
An employee’s (financial) performance is assessed in the context of CEB’s financial stability and own-fund requirements and the long-term interests of shareholders and other stakeholders. 

Financial- and non-financial performance is evaluated based on (a) Divisional or departmental profitability, calculated on financial criteria such as net income and (b) The department’s attribution or claim to CEB’s risk profile. 

A web-based performance management system generates an overall performance rating, determined by the manager. The two performance categories and their weighting within the overall score are competencies (50%) and company and individual goals (50%). The performance ratings vary as follows: “exceptional performance”, “exceeds expectations”, “job well done”, “needs improvement”, and “far below expectations”. 

Performance evaluation of Identified Staff considers performance over several years, and appraisals for employees in control functions consider the countervailing function of these employees. 

Most important characteristics of the remuneration system
Apart from the governance structure and appraisal process, the CEB Group Remuneration Policy also incorporates rules and guidelines for the setting and determination of fixed and variable remuneration of employees. 

In CEB, fixed salary levels are aligned in comparison to similar functions in the banking industry nationally and internationally, validated by an external benchmark organization in respect of the Dutch bank. In 2024, other CEB banking entities (operating from Romania and Switzerland) have been included in this way of working. 

One of the basic principles for granting variable pay (if any) is that any variable remuneration to be paid may not exceed 20% of an employee’s annual fixed salary. In exceptional cases, the amount of variable remuneration being granted may deviate from this principle (however, the variable pay granted may never exceed 100% of the fixed salary).  

No deviations are allowed for employees in control functions or employees directly involved in providing financial services to retail clients. 
In principle, CEB does not grant any variable remuneration to an employee in a second- or third-line function (i.e., Financial and Non-Financial Risk Management, Credit Risk Management, Financial Control, Compliance and Internal Audit). 

Phantom Share Plan 
In 2024, CEB’s applied its Phantom Share Plan, which describes the terms and conditions for the granting of phantom shares to Identified Staff and any other employee to whom a variable remuneration of EUR 50,000 or more is granted. The plan states that variable remuneration awarded to an Identified Staff member will be 75% unconditional and 25% deferred. At least 60% of the variable remuneration, whether deferred or unconditional, is in the form of financial instruments whose value is determined by or derived from the value of CEB shares, i.e., phantom shares. These financial instruments are rights, not shares. 

The deferred part of the variable remuneration vests over one year. Furthermore, vested phantom shares (whether deferred or unconditional) are subject to a retention period of one year. Vesting and the exercise of the phantom shares is subject to the fulfilment of certain conditions. For example, the holder’s performance rating must be at least “job well done”. 

Identified Staff and other employees with variable remuneration of less than EUR 50,000 gross are exempted from any deferrals and phantom shares. This change was made possible under CRD V, which aims to lower the complexity and operational burden of variable remuneration for companies. 
CEB’s Group Remuneration Policy was latest updated in December 2024. 

Most important parameters and motivation for variable remuneration 
Pursuant to the Group Remuneration Policy, the granting of any variable remuneration depends on CEB’s performance in a year. Additionally, the granting of variable remuneration may not restrict CEB’s ability to reinforce its regulatory capital, solvency ratio, or funds. CEB has no other non-cash benefits or variable remuneration elements. 

Aggregate quantitative information on remuneration per business segment
In 2024, CEB paid out EUR 66 million to employees working in the wholesale/corporate banking segment and EUR 11 million to employees in the retail banking segment. 

Aggregate quantitative information on remuneration for identified staff
CEB has identified 27 Identified Staff members. 
In 2024, the total amount of remuneration paid out to Identified Staff amounted to EUR 7,912,710 gross. This total remuneration was split into EUR 6,506,518 fixed salary and EUR 1,406,193 variable remuneration. Please note that this variable remuneration was distributed according to the guidelines described above. In 2024, there were no Identified Staff members who were classified as high earners. 

The total amount of awarded and outstanding (vested and unvested) deferred remuneration in 2024 for the variable remuneration over the performance year 2023 amounts to EUR 1,439,000.   

Severance payment 
In the reporting year 2024, CEB on a consolidated basis paid no severance payments to Identified Staff. 
CEB did not pay sign-on or entry awards to any Identified Staff member in 2024.  

Pay ratio 
The ratio of the average Managing Board member remuneration paid out in 2024 compared to the average remuneration paid out to a CEB NL employee in 2024 is 7.48 (for the years 2023, 2022, 2021, and 2020, this ratio was 5.22, 5.44, 5.74, and 6.06 respectively).