Opus Corporate Finance LLP is authorised and regulated by the Financial Conduct Authority.
Opus Corporate Finance Limited (the “firm” / “OCF”) is subject to the MIFIDPRU Remuneration Code as set out in SYSC 19 of the FCA handbook. The firm is a small non-interconnected (“SNI”) Firm. This policy covers all the staff at the firm and was approved by the partners of OCF on DATE. It is reviewed on an annual basis.
The firm seeks to provide employees with sufficient remuneration to allow the firm to attract high quality staff and allow them to be appropriately rewarded for their roles. This, without prejudicing the interests of the firm’s clients or the long-term sustainability of the firm and its capital base.
This Policy is gender neutral.
Compliance with the MIFIDPRU Remuneration Code
1.The Firm’s remuneration policy must:
- Be proportionate to the size, scope and complexity of its activities. The firm is relatively small with limited scope and complexity. The firm’s remuneration policy is similarly simple, with two remuneration structures applying across the entire firm.
- Be consistent with and promote sound and effective risk management. In an advisory based business that does not take balance sheet risk, risks are relatively low. By designing a remuneration structure that applies across the whole firm and is based on value created by the whole firm, the firm promotes a culture of working as a cohesive unit by sharing risk and reward, ensuring that the Management Committee / Partnership works together to manage and mitigate those risks across the business. This Remuneration Policy should be considered alongside the Firm’s Compliance Manual, Conflicts of Interest Policy, Product Development Policy and training, appraisal and monitoring programmes as part of an overall risk management structure.
- Be in line with the Firm’s business strategy and objectives. The firm’s strategy is focussed on providing the best possible service to clients across the broad spectrum of their interests. The Remuneration Policy, by linking the performance of all aspects of the business, supports this client facing approach.
- Contain measures to avoid conflicts of interest, encourage responsible business conduct and promote risk awareness and prudent risk-taking. Responsible business conduct is promoted by the review process and the firm’s values which together have an impact on variable remuneration awarded to individual members of staff. There are limited opportunities for imprudent risk taking and the whole-firm approach to variable remuneration ensures that members of the Management Committee / Partnership consider risk across the whole business in their decision-making processes. The Firm has in place a number of existing procedures, set out in the Firm’s Compliance Manual, which are designed to avoid and manage conflicts of interests, including but not limited to: material interests, outside activities and compensation, treating clients fairly, gifts and benefits and detailed procedures on managing conflicts of interest. All decisions regarding remuneration are taken in consideration of the long-term interests of the firm, its staff, members and clients, specifically in the context of identifying and managing all potential conflicts of interest.
2. Governance and oversight:
- Staff with control functions must be independent from business units they oversee and be remunerated according to objectives linked to their functions. In a firm the size of OCF, there is limited potential or requirement to entirely separate these individuals from the business they oversee. Staff with control functions are awarded remuneration in line with the requirements of this Policy.
- Remuneration of senior staff in risk management and compliance functions must be directly overseen by the remuneration committee. All risk management and compliance functions are carried out by one of the Managing Partners. His remuneration is set according to this Policy.
3. Fixed and variable remuneration:
Remuneration for all staff is divided into three components: base salary, benefits and participation in the bonus pool. Base salary and benefits are considered fixed remuneration. The award of payments from the bonus pool are considered variable remuneration.
- The remuneration policy must make a clear distinction between the criteria applied to determine fixed and variable remuneration. Fixed remuneration is determined by experience and aptitude for the role and reflects the staff member’s professional experience and organisational responsibility as set out in their terms of employment. It is permanent, pre-determined, non-discretionary, non-revocable and not dependent on performance. Variable remuneration is determined by contribution and performance in the year. It reflects the long-term performance of the staff member as well as performance in excess of the staff member’s terms of employment.
- Variable remuneration must not affect the Firm’s ability to ensure a sound capital base. The bonus pool provides for a certain proportion of the firm’s annual profits to be retained for the maintenance of a sound capital base. In addition, the firm reserves the right to defer or cancel payments from the bonus pool should requirements so dictate. The firm’s Policy is that the fixed component of remuneration represents a sufficiently high proportion of the total remuneration to enable the operation of a fully flexible policy on variable remuneration, including the possibility of paying no variable remuneration component.
The Partnership and Management Committee
The Partnership and Management Committee fully acknowledges their responsibilities with respect to the Remuneration Policy, including their overriding responsibility to ensure that the firm’s Remuneration Policy is in compliance with the requirements of the MIFIDPRU Remuneration Code. The Partnership and Management Committee review this Policy on an annual basis, this being sufficiently frequent given the risks faced by the firm.
The Partnership and Management Committee consider the current arrangements to be proportionate, given: (i) the low risk nature of the firm’s business; (ii) the small size of the firm and clear visibility of behaviour and contributions to the organisation that is available to the Partnership and Management Committee; and (iii) the transparency to the Partnership and Management Committee of the process for determining remuneration and its outcome.
The firm does not believe it necessary to have a separate Remuneration Committee.
Calculation of bonus
The firm’s total bonus pool is set by the Partnership and Management Committee as advised by the Managing Partners. In determining the bonus allocation any staff member, the following are considered:
- effective management and operation of the Firm (where in a management role);
- delivering on corporate strategy (where in a management role);
- contribution to revenue generation;
- non-financial performance criteria, including adherence to the firm’s compliance requirements. These form a significant part of the part of the performance assessment process and may, where appropriate, override any financial criteria. They will include metrics on conduct and include how far the individual adheres to effective risk management and complies with relevant regulatory requirements.
The assessment of staff performance is integral with the firm’s appraisal processes.
Individual and total payments of variable remuneration must not affect the firm’s ability to ensure a sound capital base or prejudice the interests of clients.
Remuneration for non-Partners
Non-partner remuneration is based on a fixed salary and discretionary bonus agreed by the equity partners at the end of each financial year.
There may additionally be a mid-year bonus payment.
Remuneration for Partners
For their first 2-3 years, revenue partners receive a fixed draw.
All partners receive a share of revenue of projects with which they are involved. This is offset against any fixed draw received, as noted above. The balance of the revenue is for the firm’s account. Very often the partner share is split between more than one partner by explicit agreement at the outset and approval of a project.
It is the mandatory Business Commitment Committee (BCC) approval process which provides the oversight and assurance that the firm is acting in the best interests of our clients on all transactions as reflected in our stated Values.
The excess of the monies received for the account of the firm is distributed to equity partners according to their equity shares.
Remuneration for the Managing Partners
The Managing Partners are also directly involved in (and benefit from) transactions and also are recipients of the share of equity partner surplus as described above. They receive no fixed draw / salary.
The firm fully believes that its Remuneration Policy is fully aligned with the firm’s clients and that the success of the firm and subsequent payment of variable remuneration is correlated to the quality of service given and the achievement of the firm’s clients’ objectives.