REMUNERATION REPORT FOR 2023
(ANNEX TO THE CONSOLIDATED ANNUAL REPORT FOR 2023)
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This Remuneration Report of the Bank has been prepared and approved in accordance with the procedure set out in the Republic of
Lithuania Law on Companies and in compliance with the requirements for remuneration reports and their content laid down in the Republic
of Lithuania Law on Financial Statements of Undertakings (Article 23
3
).
Upon approval by the Bank's General Meeting of Shareholders of the 2023 set of financial statements for the Bank and the Bank Group,
this Remuneration Report will be publicly disclosed for 10 years on the Bank's website www.sb.lt, as an attachment to the 2023
Consolidated Annual Report.
This Remuneration Report 2023 of the Bank (reporting period from 2023-01-01 to 2023-12-31) discloses information on the remuneration
of each member of the Bank's management and supervisory bodies (the Chief Executive Officer, the Management Board and the
Supervisory Council). The members of the management and supervisory bodies have been identified on the basis of their position in the
Bank as at 31 December 2023, and disclosures are also made regarding those members who commenced/ceased their roles during the
course of 2023 (if any).
As of 31 March 2023, the General Meeting of Shareholders of the Bank did not express disagreement/other remarks regarding the 2022
Remuneration Report, which, as an attachment to the Bank's consolidated annual report, is publicly disclosed on the Bank's website in
the document titled “2022 Annual Report of AB Šiaulių Bankas and the Bank Group.”
The Remuneration Report does not include personal data of the members of the governing and supervisory bodies, nor does it include
personal data that would reveal the familial status of the members of the Bank's management and supervisory bodies. The personal data
of the members of the Bank's management and supervisory bodies included in the Remuneration Report complies with the requirements
of the Republic of Lithuania Law on the Financial Statements of Companies.
The allocation of remuneration to the members of the Bank's management and supervisory bodies is regulated by the Bank's
Remuneration Policy. As of 31 March 2023, the General Meeting of Shareholders of the Bank has approved the new edition of the
Remuneration Policy, which is applied in its entirety except for the purposes of awarding, approving and granting remuneration for
work/performance of the Designated Employees up to the year 2022 (in such cases, the versions of the Remuneration Policy approved
by the Bank's General Meeting of Shareholders on 31 March 2020 and 3 March 2022 shall apply. The version of the Remuneration Policy
is publicly available on the Bank's website.
The remuneration system model within the Group aligns with and is consistent with the Group's business and risk strategy, objectives,
including anticipated objectives related to environmental, social, and management (hereinafter the ESG) culture, risk culture, and long-
term sustainable business interests. A uniform remuneration system is applied, ensuring non-discrimination of employees based on
gender, age, nationality, race, social status, religion, etc. Remuneration is determined taking into account the employee's knowledge,
experience, qualifications, responsibility, operational efficiency, and work quality, as well as the position held, applicable remuneration
ranges for the position, and similar factors. The successful implementation of the Remuneration Policy provides the Bank with
opportunities to attract, motivate, and retain the best employees who contribute to the achievement of the Group's long-term goals and
the strategic implementation of the business.
According to the Bank's Remuneration Policy, fixed remuneration is paid to members of the Bank's supervisory bodies, while members
of management bodies receive both fixed and variable remuneration. The variable remuneration fund is established only after evaluating
the Bank's performance, taking into account existing and future risks, the use of capital, and the need for liquidity support. The methods
for calculating variable remuneration are developed to align with the Bank Group's business strategy, objectives, values, long-term
sustainable business interests, promote reliable and effective risk management, avoid conflicts of interest, ensure compliance with the
code of ethics, and prevent incentivising excessive risk-taking by remuneration recipients.
In accordance with the Bank's Remuneration Policy, the annual variable remuneration for members of the Bank's management body is
granted only after the annual performance assessment, based on the results of the last year's performance evaluation. When approving
the deferred portion, guidance is based on the results of at least the last 3 years of the Designated Employee's performance evaluation.
When the duration of employment or the Contract with the Designated Employee is less than 3 years, decisions are based on the available
performance evaluation results. The size of variable remuneration is based on the overall assessment of employee, department, and
Group predetermined goals and achieved results. The allocated variable remuneration may also depend on the employee's position and
the significance of decision-making, which can have a significant impact on the risk assumed by the Group. When evaluating individual
employee goals and achievements, not only the achieved personal financial result is considered but also the non-financial/qualitative
contribution (e.g., adherence to the Code of Ethics, adherence to the Bank's values, relationships with Customers/colleagues, compliance
with internal requirements, initiative, leadership, participation in project activities, continuous improvement of activities).
Variable remuneration for employees performing risk management, compliance, and internal audit functions is awarded for work and
results related to the performance of their assigned functions and are not dependent on the results of the business units they oversee.
For Designated Employees performing risk management, compliance, and internal audit functions, Variable Remuneration is linked to
the overall Group performance, as stipulated in the Remuneration Policy.
As stipulated in the Bank's Remuneration Policy, annual variable remuneration is paid in both cash and Bank shares. This Remuneration
Report discloses information about the allocated annual variable remuneration for the year 2023 based on the 2022 performance results.
Following the decision of the General Meeting of Shareholders on 30 March 2022, approving the Remuneration Policy applicable to the
allocation of annual variable remuneration for the year 2022, the provision of the portion of remuneration payable in Bank shares to
members of the Bank's management body is deferred for a period of 5 (five) years from the date of allocation of the annual variable
remuneration. The deferred portion is approved in increments of five times, meaning that each year, 1/5 of the allocated shares must be
approved. The deferred portion of the annual variable remuneration is granted in Bank shares upon the completion of the deferral period.
This deferred portion can be granted through an option agreement (option contract) entered into between the Bank and the employee,
granting the employee the right to acquire Bank shares at no cost upon the expiration of the deferral period or by any other method
determined by the Bank's board. When allocating annual variable remuneration, measures are taken to ensure that the variable
remuneration granted to an employee for 1 (one) calendar year does not exceed 100% of the fixed remuneration received by the
employee.