Art. 3 Governance arrangements for remuneration policies | RTS on remuneration policy | MiCA

This article establishes governance responsibilities around remuneration policy for issuers of asset-referenced tokens and e-money tokens.

It operates on two levels: first, placing clear ownership of the remuneration policy with the management body, and second, setting out broader organisational obligations that issuers must fulfil to ensure that policy is properly designed, reviewed, and kept free from conflicts of interest.

The article connects closely to the broader remuneration framework laid out in subsequent articles, effectively setting the governance foundation upon which the more detailed remuneration requirements are built.

Important points:

Ensure your management body approves, retains ultimate responsibility for, and approves any changes to the remuneration policy, consulting the remuneration committee where one exists.
Subject the implementation of your remuneration policies to a compliance review by control functions at least annually, noting this review may be outsourced to an external party.
Ensure that compliance, risk management, internal audit, and human resources functions provide effective input into the design of remuneration policies, and that conflicts of interest arising from pay-out in instruments are identified and appropriately mitigated.

1. The management body of issuers of asset referenced tokens and e-money tokens shall carry out all the following tasks:
  1. approve and retain ultimate responsibility for the issuer’s remuneration policy;
  2. approve any changes to the remuneration policy;
  3. seek advice from the remuneration committee where established by the issuer, on the issuer’s remuneration policy.
1. Issuers of asset referenced tokens or e-money tokens shall ensure the following:
  1. the implementation of their remuneration policies is subject to a review for compliance with policies and procedures by control functions at least annually;
  2. the compliance function and the risk management function, where established, or staff 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 remuneration policies;
  3. potential conflicts of interest caused by the pay-out in instruments as part of the variable or fixed remuneration are identified and appropriately mitigated.
1. The review referred to in point (a) of paragraph (2) may be outsourced to an external party.