Regulatory Disclosure

Remuneration Policy Disclosure

Information concerning the decision-making process used for determining the remuneration policy, including if applicable, information about the composition and the mandate of a remuneration committee, the external consultant whose services have been used for the determination of the remuneration policy and the role of the relevant stakeholders.

Purpose and role

The remuneration committee holds responsibility for managing remuneration at Jubilee. The remuneration committee is a management committee and reports to the executive board of the Jubilee group.

The remuneration committee is chaired by an independent non-executive director, a position the majority of the committee hold.

Overall responsibility of senior management for remuneration policy and practice

Senior management are responsible for identifying, managing, monitoring and reporting remuneration-related matters to the remuneration committee and for providing advice on matters relating to HR and remuneration issues.

Authority

Senior management are authorised by the Board to obtain legal, HR or other professional advice from both inside and outside the Group as and when required, at the Company's expense, and to appoint and secure the attendance of external consultants and advisors if it considers this beneficial.

Duties of the remuneration committee

The Remuneration Committee shall:

• determine and agree with the Board the framework or broad policy for the remuneration of the Company's chief executive, chairman, the executive directors, the company secretary and such other members of the executive management as it is designated to consider.  The remuneration of non-executive directors shall be a matter for the chairman and the executive members of the Board.  No director or manager shall be involved in any decisions as to their own remuneration;
• in determining such policy, take into account all factors which it deems necessary.   The objective of such policy shall be to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company;
• review the ongoing appropriateness and relevance of the remuneration policy;
• approve the design of, and determine targets for, any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes;
• review the design of all share incentive plans for approval by the Board and shareholders.  For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors and other senior executives and the performance targets to be used;
• determine the policy for, and scope of, pension arrangements for each executive director and other senior executives;
• ensure that contractual terms on termination, and any payments made, are fair to the individual, and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised;
• within the terms of the agreed policy and in consultation with the chairman and/or chief executive as appropriate, determine the total individual remuneration package of each executive director and other senior executives including bonuses, incentive payments and share options or other share awards;
• in determining such packages and arrangements, give due regard to any relevant legal requirements, the provisions and recommendations in the Walker Review and any other authoritative best practice guidelines for remuneration committees of UK listed companies published from time to time;
• review and note annually the remuneration trends across the Company or its Group;
• oversee any major changes in employee benefits structures throughout the Company or its Group;
• agree the policy for authorising claims for expenses from the chief executive and chairman;
• ensure that all provisions regarding disclosure of remuneration, including pensions, are fulfilled;
• be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Remuneration Committee; and
• obtain reliable, up-to-date information about remuneration in other companies.  The Remuneration Committee shall have full authority to commission any reports or surveys which it deems necessary to help it fulfil its obligations.

Information on the link between pay and performance

The CEO and other senior management are responsible for:

• maintaining a culture of objective evaluation of endeavour and reward for performance;
• ensuring consistency between remuneration and the Firm's business strategy, risk policy, values and long-term targets;
• ensuring transparency and direct access by staff to the key parameters that determine their remuneration:
• Ensuring that there is no conflict between the remuneration of Jubilee's' employees and the firm's duties to its clients, counterparties and investors.

Payment of bonuses

When significant bonuses are awarded, emphasis may be placed on effecting payment not merely by means of a pure up-front cash payment, but rather by alternative means and in instalments (Deferred Bonus Pool), to take into consideration performance and risks linked to such performance over a longer time horizon.

Bonuses can, if necessary, be cancelled, withdrawn or returned to the Firm, in the event of irregular or unethical acts or a breach of regulation or statute by the employee concerned.

The Firm has the option to suspend payment of a bonus, entirely or in part, particularly when economic or regulatory indicators do not favour such payment.     

Aggregate quantitative information

Aggregate quantitative information on remuneration, broken down by senior management and members of staff whose actions have a material impact on the risk profile of the firm is indicated below. The information relates to the period of 12 months to 30 November 2011. Where remuneration of senior partners is disclosed, this relates to the profit share allocated to them from the partnership.

Aggregate quantitative information on remuneration, broken down by business area.

Note 1    Jubilee is a start-up business and the partners are remunerated via profit share. In the past year, no material profit share has been allocated

Note 2    As of January 2012, Jubilee was in the process of hiring additional non executive directors. Until this process is completed, only the position of chairman of the remuneration committee will be held by a non executive director.

 JANUARY 2012