Board of Directors Remuneration Policy

Purpose

The Board of Directors Remuneration Policy sets out the principles, structure and governance for remunerating Board members of the Co-operative Bank Group. The Policy supports fair, competitive, transparent and accountable remuneration aligned with the Group’s strategy, prudent risk-taking, sound governance, regulatory requirements and shareholder interests.

Scope

The Policy applies to Non-Executive Directors, Independent Non-Executive Directors, Board Committee Members and the Board Chairperson. It excludes executive directors whose remuneration is governed under employee compensation frameworks.

Key Provisions

1. Remuneration Structure: Board remuneration may include fixed retainers, directors’ insurance, Board and Committee sitting allowances, Chairperson remuneration, Committee Chairperson premiums and reimbursement of approved expenses.
2. Guiding Principles: Remuneration is guided by fairness, competitiveness, accountability, transparency, independence, time commitment, responsibility and regulatory exposure.
3. Review and Benchmarking: Board remuneration is reviewed periodically using market benchmarks, peer comparisons, regulatory expectations, Board evaluation outcomes and the Group’s governance and risk frameworks.
4. Approval, Compliance and Disclosure: Material changes to Board remuneration are disclosed and submitted for shareholder approval where required, while director remuneration is reported in line with applicable financial reporting, statutory and corporate governance requirements.

Roles & Responsibilities

Board of Directors: Provides oversight of the remuneration framework, approves the Policy and ensures director remuneration remains aligned with strategy, risk appetite, legal obligations and Non-Executive Director independence.

Management: Supports implementation through remuneration documentation, approvals, benchmarking, statutory filings, annual report disclosures, regulatory updates and compliance processes.

Why It Matters

• Supports fair, transparent and accountable Board remuneration.
• Helps attract and retain competent, independent and high-integrity directors.
• Aligns Board remuneration with shareholder interests, regulatory expectations and sound risk governance.
• Preserves the independence of Non-Executive Directors.
• Enhances stakeholder confidence through clear disclosure and approval processes.