1. INTRODUCTION
This disclosure statement (the ‘Disclosure’) has been made by CS Managers Ltd (‘the Firm’) to fulfil the regulatory FCA disclosure requirement under the MIFIDPRU Remuneration Code (the ‘Code’) and its principles at SYSC 19G, as set out in Chapter 8 of the Prudential Sourcebook for MiFID Investment Firms (MIFIDPRU).
CS Managers Ltd is a MiFIDPRU investment Firm as defined in the FCA Handbook and, therefore, subject to the Investment Firm Prudential Regime (‘IFPR’) – as a Small Non-Interconnected Firm (‘SNIF’) as defined under the IFPR rules.
The Disclosure is not required to be reviewed by the Firm’s Auditors and does not form part of the Annual Audited Financial Statements of the Firm. Unless otherwise stated, all figures disclosed are as at the Firm’s financial year end on 31 March 2023.
As the Firm has no trading book or derivatives business and the rolling average of the Firm’s on and off-balance sheet items over the preceding four-year period is below £300m, it meets the conditions in MIFIDPRU 7.1.4R(1) and SYSC 19G.1.1R(2). Consequently, reduced disclosure requirements apply.
In order to satisfy the requirements, the Disclosure provides a summary of the Firm’s qualitative and quantitative disclosures.
2. EXECUTIVE SUMMARY
CS Managers Ltd is authorised and regulated by the FCA (registration number 830853), and is not part of a group. It is an independent, discretionary investment management firm that offers a range of investment services to private individuals, pension funds, institutions, charities and trusts.
The Firm provides its services primarily to UK clients introduced by intermediaries or other professional connections, and to direct private clients. Its current trading name is CS Investment Managers.
The Firm is an equal opportunities employer, as reinforced through its recruitment practices and T&C programme, which promote equality and diversity amongst its employees without gender bias. Any roles advertised follow standard assessment processes and decisions are based on set criteria agreed in advance. The Code applies to the Firm in relation to its regulated activities and applicable ancillary services conducted in the UK.
3. REMUNERATION PHILOSOPHY
The Firm’s remuneration philosophy and the objectives of its remuneration practices are consistent with and promote sound and effective risk management aligned with the business strategy, objectives and long-term interests of the Firm. The Firm’s remuneration arrangements are designed to:
- promote risk awareness and encourage responsible business conduct;
- reinforce positive cultures and the values of the Firm;
- encourage responsible business conduct;
- align the interests of staff with the long-term interests of the clients and the Firm commensurate with the Firm’s risk appetite;
- avoid conflicts of interests; and
- offer reasonable and competitive remuneration to attract and retain high calibre employees.
4. APPLICATION
The Firm applies the Remuneration Code Principles to all employees as follows:
4.1 Remuneration Structure
Employee remuneration consists primarily of a contractually based salary (or fixed compensation).
Base salary compensation is based upon a number of considerations including the employee’s skillset, qualifications (as relevant to the role), professional experience and organisational responsibility as set out by their job description and terms of employment.
All base salaries for ‘Core’ staff under the SMCR regime are recommended by the Firm’s Executive Management representatives on the Board, whereas those employees in SMF and Certification level roles (‘control functions’) are referred to the Firm’s Remuneration Committee with direction from the Board.
The Firm currently may, at its discretion, offer forms of variable compensation which depend on a variety of milestones being met e.g. team contribution, quality and quality of work output, service quality, behaviour improvements, mentoring of others, development of new initiatives, additional qualifications and, in appropriate circumstances, specific revenue targets that complement the Firm’s business model and strategy.
Variable compensation terms will differ depending on the role and seniority of the employee and will take into account the overall contribution by the individual to the quality of services provided to clients as well as the financial well- being of the Firm. Through its system of appraisals, established procedures and supervision, the Firm monitors the quality of services provided to clients. Outcomes are discussed at team level meetings and individual 1-2-1s conducted throughout the year. Any variable compensation received will be on a discretionary basis and does not form part of any employee’s contract of employment.
Variable compensation will only be awarded when it is sustainable to the Firm’s profitability and overall financial situation, taking into account any known future events, development plans, the performance of the Firm and the employee, and anticipated pressures from financial markets to the regulatory environment in which the Firm operates.
4.2 Governance and reporting
The Firm’s governing body (the ‘Board’) is responsible for overseeing and implementing the Firm’s remuneration practices. Although not a regulatory requirement, the Firm has chosen to appoint a Remuneration Committee to oversee the remuneration of the Firm’s senior officers and senior compliance functions.
The purpose of the Remuneration Committee is to assist the governing body in fulfilling its responsibilities regarding all matters related to remuneration in line with the legislative and regulatory requirements of the Company, as an FCA authorised and regulated entity.
In accordance with its Terms of Reference, the Committee will make recommendations to the Board on the individual fixed and variable remuneration and benefits package including, where appropriate, bonuses, incentive payments, pensions and share options related to:-
- each of the Executive Directors and Executive Chairperson;
- other members of Senior Management who, under the Senior Managers & Certification Regime (‘SMCR’) have ‘SMF’ status;
- those managers classed under SMCR as ‘Certification’ level; and
- anyone fulfilling a material function on a salary equivalent to the above
ensuring at all times the alignment of incentives, benefits and rewards with the Firm’s culture, strategy and financial adequacy.
The Remuneration Committee shall also be responsible for reviewing the remuneration arrangements recommended by Executive Management for the wider workforce classed as ‘Core’ under SMCR.
4.3 Components of Remuneration
The Firm categorises all remuneration as either fixed or variable remuneration based on the ‘quality’ and ‘purpose’ of the remuneration.
The Firm pays fixed and variable remuneration in a balanced way with the fixed component representing a sufficiently higher proportion of the total remuneration that enables the Firm’s Policy to work flexibly, and includes the possibility of the Firm paying no variable remuneration.
Fixed remuneration is remuneration that primarily reflects a staff member’s professional experience and organisational responsibility as defined in their job description and terms of employment; and is permanent, pre-determined, non-discretionary, non-revocable and not dependent on performance.
Variable remuneration is remuneration that is based on performance or, in exceptional cases, other conditions that reflect the long-term performance of the staff member as well as performance in excess of the staff member’s job description and terms of employment and includes discretionary pension benefits.
There are no defined ratios between fixed and variable components of total remuneration. Any bonus payments received will be on a discretionary basis.
The Firm considers both financial and non-financial criteria when assessing individuals for the purposes of determining the amount of variable remuneration to pay.
Non-financial criteria form a significant part of the performance assessment process, override financial criteria, where appropriate, include metrics on conduct, which make up a substantial portion of the non-financial criteria and include how far the individual adheres to effective risk management and complies with relevant regulatory requirements..
5. TOTAL REMUNERATION
For the Firm’s financial year end to 31 March 2023, the total amount of remuneration awarded to all staff comprised:
(a) £603,660 of fixed remuneration; and
(b) £25,886 of variable remuneration.
Summary of significant changes
This is the Firm’s first Remuneration Disclosure required under MiFIDPRU 8.
Timing of disclosure
The Disclosure will be published on our website annually on the date we publish our annual financial statements.
26 July 2023
CS Managers Ltd
43 Charlotte Square
Edinburgh EH2 6HQ