Kroll Issuer Services Limited Remuneration Disclosure

This disclosure (Remuneration Disclosure) is designed to provide information on Kroll Issuer Services Limited’s (Kroll’s, the Firm’s) remuneration policy and practice.

Under the relevant EU law, the Capital Requirements Directive (CRD), Kroll is required to disclose details of its remuneration policies at least annually.

Remuneration Governance

Given Kroll’s size and nature and complexity of its business, the Firm does not have a Remuneration Committee. All risk management and remuneration decisions are taken and performance measures set by the Board of Directors. The Board of Directors reviews the Firm’s remuneration policy an annual basis, with prior review of its regulatory counsel.

Remuneration Policy and Practices

Kroll’s remuneration policy is based on employees’ and the Firm’s past performance and is not linked to any risk elements. The Firm’s remuneration policy is communicated to all Remuneration Code Staff and the relevant employees are asked to direct any question to the directors.

Remuneration Code Staff

Kroll has considered the roles and responsibilities of those employees within the Firm who are Remuneration Code Staff. The Firm has identified three directors and the head of IT as material risk takers (MRTs) based on the following criteria:

(a) Qualitative – the three directors are members of Kroll’s management body (Board of Directors) and of the senior management. The Head of IT heads a material business unit.

(b) Quantitative – all four MRTs were in the preceding financial year awarded total remuneration that is equal to or greater than the lowest total remuneration awarded in that financial year to a member of staff who is a member of senior management or meets one or more of the qualitative criteria.

Proportionality

The Firm ensures that both fixed and variable components of the total remuneration are appropriately balanced. However, the provisions for retained shares or other instruments, deferral and performance adjustment do not apply to Kroll on the basis that it is a proportionality level 3 firm with a simple business structure, single business unit and limited services offering.

Forms of Compensation

Kroll pays all remuneration in cash. No shares or other equity linked instruments are paid to employees. The Firm’s fixed remuneration is in line with average industry salaries. The additional variable component represents a significant proportion of the total remuneration of certain staff members. The variable remuneration is based on past performance and is not linked to ongoing or future risk exposure.

Qualitative Disclosure

The following amounts were paid in fixed and variable remuneration to MRTs. Fixed remuneration includes base salary and benefits. Variable remuneration consists of distribution of between 10% and 15% of the Firm’s profits which is paid in cash.