Article 3 Governance arrangements for remuneration policies

1. approve and retain ultimate responsibility for the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets;’s remunerationmeans all forms of fixed and variable remuneration, including the following:monetary or non-monetary payments and benefits, awarded directly to staff by or on behalf of issuers of asset-referenced tokens or e-money tokens in exchange for professional services provided by staff;carried interest payments within the meaning of Article 4(1), point (d), of Directive 2011/61/EU;other payments made via methods and vehicles which, if they were not considered as remuneration, would lead to a circumvention of the remuneration requirements set out in Regulation (EU) 2023/1114 and in this Regulation. policy;

2. approve any changes to the remunerationmeans all forms of fixed and variable remuneration, including the following:monetary or non-monetary payments and benefits, awarded directly to staff by or on behalf of issuers of asset-referenced tokens or e-money tokens in exchange for professional services provided by staff;carried interest payments within the meaning of Article 4(1), point (d), of Directive 2011/61/EU;other payments made via methods and vehicles which, if they were not considered as remuneration, would lead to a circumvention of the remuneration requirements set out in Regulation (EU) 2023/1114 and in this Regulation. policy;

3. seek advice from the remunerationmeans all forms of fixed and variable remuneration, including the following:monetary or non-monetary payments and benefits, awarded directly to staff by or on behalf of issuers of asset-referenced tokens or e-money tokens in exchange for professional services provided by staff;carried interest payments within the meaning of Article 4(1), point (d), of Directive 2011/61/EU;other payments made via methods and vehicles which, if they were not considered as remuneration, would lead to a circumvention of the remuneration requirements set out in Regulation (EU) 2023/1114 and in this Regulation. committee where established by the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets;, on the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets;’s remunerationmeans all forms of fixed and variable remuneration, including the following:monetary or non-monetary payments and benefits, awarded directly to staff by or on behalf of issuers of asset-referenced tokens or e-money tokens in exchange for professional services provided by staff;carried interest payments within the meaning of Article 4(1), point (d), of Directive 2011/61/EU;other payments made via methods and vehicles which, if they were not considered as remuneration, would lead to a circumvention of the remuneration requirements set out in Regulation (EU) 2023/1114 and in this Regulation. policy.

1. the implementation of their remunerationmeans all forms of fixed and variable remuneration, including the following:monetary or non-monetary payments and benefits, awarded directly to staff by or on behalf of issuers of asset-referenced tokens or e-money tokens in exchange for professional services provided by staff;carried interest payments within the meaning of Article 4(1), point (d), of Directive 2011/61/EU;other payments made via methods and vehicles which, if they were not considered as remuneration, would lead to a circumvention of the remuneration requirements set out in Regulation (EU) 2023/1114 and in this Regulation. policies is subject to a review for compliance with policies and procedures by control functionsmeans a function that is independent from the business units it controls and that is responsible for internal control procedures and includes the risk management, compliance and the internal audit functions; at least annually;

2. the compliance function and the risk management function, where established, or staffmeans all employees of an issuer of asset-referenced tokens or e-money tokens, and all members of such issuer’s management bodies; entrusted with the performance of compliance procedures or risk management procedures, the internal audit function, where established, and human resources function provide effective input on the design of the remunerationmeans all forms of fixed and variable remuneration, including the following:monetary or non-monetary payments and benefits, awarded directly to staff by or on behalf of issuers of asset-referenced tokens or e-money tokens in exchange for professional services provided by staff;carried interest payments within the meaning of Article 4(1), point (d), of Directive 2011/61/EU;other payments made via methods and vehicles which, if they were not considered as remuneration, would lead to a circumvention of the remuneration requirements set out in Regulation (EU) 2023/1114 and in this Regulation. policies;

3. potential conflicts of interest caused by the pay-out in instruments as part of the variable or fixed remunerationmeans all forms of fixed and variable remuneration, including the following:monetary or non-monetary payments and benefits, awarded directly to staff by or on behalf of issuers of asset-referenced tokens or e-money tokens in exchange for professional services provided by staff;carried interest payments within the meaning of Article 4(1), point (d), of Directive 2011/61/EU;other payments made via methods and vehicles which, if they were not considered as remuneration, would lead to a circumvention of the remuneration requirements set out in Regulation (EU) 2023/1114 and in this Regulation. are identified and appropriately mitigated.

The review referred to in point (a) of paragraph (2) may be outsourced to an external party.