© 2015-2025 Qred Bank AB
Qred is a banking enterprise with a concession to conduct banking activities under the Act (2004:297) on Banking and Financing Activities.
General Assembly
The Annual General Meeting is Qred's supreme decision-making body where shareholders exercise their right to vote and decisions are made on, among other things, the balance sheet and income statement in the annual report, discharge from liability, directors for the coming year and election of auditors.
Board
Qred's Board of Directors is responsible for the organization and management of Qred's business in accordance with, among other things, the Swedish Companies Act and has overall responsibility for ensuring that the business is run in accordance with good internal governance and control. Qred's internal governance and control is formalized through internal rules in the form of policies and instructions as well as associated routine descriptions, process descriptions and checklists.
The Board meets at least four times a year and shall determine internal guidelines for internal governance and control, while the CEO is responsible for implementing it in Qred's operations in line with the instructions of the Board of Directors.
The Board is also responsible for ensuring that Qred conducts its business in an ethically sound and professional manner, that conflicts of interest are identified and dealt with in an adequate and appropriate manner, and that Qred maintains a healthy risk culture.
Chairwoman
The Chairman of the Board is tasked with directing the work of the Board and ensuring that the Board fulfils its obligations under the Swedish Shareholders Act and other applicable rules. The Chairman of the Board shall, through contact with the CEO, follow Qred's development.
Qred's Chairman is responsible for conducting an annual suitability assessment to ensure that the directors, CEO and senior management are individually fit for their duties at all times. This involves an assessment of whether they:
The suitability assessment and results are documented.
Committees
In order to support the Board in some specific areas, the Board has established two committees responsible for drafting decision-making bases on matters falling under the purview of each committee:
The members of the Remuneration Committee are appointed annually and consist of the Chairman of the Board and one additional Board member. The Remuneration Committee meets twice a year and the CEO and other senior staff may be invited to attend the meetings.
The Risk and Audit Committee meets quarterly before the board meeting and consists of 2-3 directors and 1-3 senior executives from the company. One of the members of the Committee shall be appointed by the Executive Board to the Chairman of the Committee. At least one member of the Committee shall have experience in identifying, assessing and managing risks of the size and complexity of the Company and its direct and indirect subsidiaries, and at least one of the members shall have accounting or auditing expertise.
The committees shall assist the Board with expertise and prepare proposals, advice and case preparation within their respective areas. The work of the committees is regulated in more detail in instructions.
Managing Director
The Board of Directors appoints Qred's Chief Executive Officer, who is authorized to make decisions in all matters not to be decided by the Board or the Annual General Meeting. The CEO is responsible for day-to-day management in accordance with the instructions of the Board of Directors and for the obligations incumbent upon the CEO under external regulations.
The CEO is responsible for ensuring that policies, instructions, routine and process descriptions are implemented in the organization and that all employees have access to relevant documentation.
Leadership Team
The CEO of the company has an advisory forum, the management team, which is supposed to ensure that the company's operations are run in a prudent and efficient manner. In its work, the management team should always take into account the interests of the company and customers. The management team should normally meet as needed, but at least once a month. The CEO convenes and chairs the meetings which shall have a fixed agenda and shall be recorded.
Internal management and control
Three lines of defense
Qred uses the principle of three lines of defense to define where in the organization the responsibility for and control of the organization's risk-taking should lie.
The first line of defense consists of the business operations, including the CEO, who is responsible for and controls day-to-day risk management and compliance. The business entity is also responsible for carrying out controls on the processes used by Qred in the form of internal controls.
The second line of defense consists of the risk control function and compliance function, which, among other things, monitors, controls and reports on Qred's risks and how the company complies with internal and external rules. The control functions in the second line of defense are subordinate to the CEO and are primarily the CEO's independent control body, but shall report directly to both the Board of Directors and the CEO.
The third line of defense consists of the internal audit function. The internal audit reports directly to the Board of Directors and is the Board's independent control body. The third line of defense reviews and evaluates the first and second lines of defense.
Remuneration Policy and Remuneration System
Remuneration policy
Qred has a remuneration policy (the “Policy”) whose purpose is to describe and set out principles for how the Company's remuneration system is designed, controlled and continuously monitored. The policies shall comply with and promote effective risk management and discourage excessive risk-taking. Furthermore, the policy should ensure that customers' interests are not adversely affected by the company's incentive structure. The remuneration system shall promote Qred's ability to attract and retain competent employees and contribute to achieving the company's long-term objectives.
The Board has ultimate responsibility for the content, establishment, implementation and compliance of the remuneration policy. The guidelines shall be regularly, at least once a year, reviewed and, if necessary, updated before they are approved by the Board. A risk analysis shall form the basis for the Board's decision to adopt the Guidelines. The Board shall further decide on:
Remuneration Committee
The board has appointed a compensation committee.
The Remuneration Committee is responsible for, at least once a year, following up and assessing the Company's remuneration system and preparing decisions on remuneration issues for the Board of Directors. In monitoring the remuneration system, the Compensation Committee shall also monitor the development of unfounded pay disparities between women and men.
The Board of Directors shall, where appropriate, follow the decisions of the General Meeting on remuneration.
Risk analysis
The Company shall conduct an annual risk analysis to identify employees whose work duties have a significant impact on the Company's risk profile. The analysis shall take into account all risks to which the Company is or may be exposed, including the risks associated with these policies and the Company's remuneration system. The analysis should be documented and attached to these guidelines. The Remuneration Committee shall review the risk analysis prior to the adoption of the policy by the Board of Directors.
Compensation system
General principles
The Company's remuneration system shall be designed in a way that is consistent with and promotes sound and effective risk management as well as prevents excessive risk-taking. The remuneration systems should encourage employees to make a good effort and help the company to attract and retain competent employees. The remuneration system shall be applied in a gender-neutral manner.
Fixed compensation
Fixed salary
The basis of the company's remuneration system is fixed salary. The fixed salary is determined on a rolling basis, with initial review usually taking place 12 months after the date of employment. As a rule, the salary assessment should take place once a year.
The fixed salary of employees shall be determined on the basis of objective criteria and be market-based. In the case of new hires, the fixed salary shall be determined on the basis of the market situation of the profile in question and the value that the employee is expected to add to the company. In the case of later salary assessments and when changing work assignments, an individual assessment shall form the basis for the determination of the salary, based on parameters such as work performance, autonomy, initiative, responsibility and personal development. Discriminatory or other unfair differences between employees' fixed salaries shall not occur.
In connection with a salary interview, the salary determining manager shall conduct a development and salary interview with the employee in which the relationship between work tasks, work performance and performance in general as well as salary development is clarified for the employee.
The holiday pay is determined in accordance with current legislation and individually in connection with employment and salary assessments.
Variable remuneration
The Board of Directors decides on variable remuneration for the management team and employees whose duties have a material impact on the company's risk profile. The CEO may decide whether other employees (outside the above group) should be entitled to variable remuneration.
The company has a system of variable remuneration in the form of performance-based bonus for the CEO, management team and most functions and business units. Performance-based bonuses shall be designed in a manner that meets the criteria set out in this section and the guidelines otherwise. The criteria for receiving variable remuneration should be based on the overall performance of the company, the individual performance of the employee and the performance of the business unit in which the employee works.
The variable remuneration shall be based on:
Results that form the basis for calculating variable remuneration shall be based mainly on risk-adjusted profit measures. The Company shall take into account both current and future risks as well as the cost of capital and liquidity required by the business. The Company shall ensure that the variable remuneration is based on long-term sustainable performance by assessing the performance in a multi-year perspective.
Furthermore, the company's underlying economic cycle and business risks shall be taken into account when the variable remuneration is approved and paid.
When determining variable remuneration, the assessment of employees' individual performance and performance shall take into account both financial and non-financial factors. Among the non-financial factors, the company shall take into account, among other things, compliance with internal rules, accountability, customer satisfaction and safeguarding the interests of its customers.
If the company's control functions for risk control, compliance and internal audit are employed by the company and are entitled to variable remuneration, the company shall ensure that remuneration is determined on the basis of objectives related to the individual control function, irrespective of the performance of the business areas they control.
The Company shall ensure that any variable remuneration does not affect the Company's ability to maintain an adequate capital base or to strengthen its capital base if necessary.
The company shall maintain a reasonable balance between employees' fixed and variable remuneration. The employee's fixed remuneration should always be at such a high level that the variable part of the remuneration is set to zero. The aggregate variable remuneration of employees must never be at a level that risks undermining the company's capital base and ability to generate a positive result in the long term. The total variable remuneration of an employee shall never exceed 100% of the employee's annual fixed remuneration. The Company's sales function, which is completely decoupled from the Company's credit function and credit decisions, is exempt from the above limitation, but can never exceed SEK 100,000 per month in variable remuneration.
Guaranteed variable remuneration
As a general rule, the company should not provide variable remuneration that is guaranteed to any of its employees. If there are special reasons, the Board may decide to guarantee variable remuneration to an employee, but only in connection with new hires and only during the employee's first year of employment.
Code of Ethics and Conflicts of Interest
Qred has established an ethics policy to ensure that its business is operated in an ethically responsible and professional manner in line with Qred's internal and external rules. The purpose of these policies is further to promote transparency, integrity and a corporate culture that protects Qred's operations from corruption.
The guidelines set out common frameworks to promote Qred's ethical approach and to assist employees in situations where current rules are lacking or contain limited guidance.
Conflicts of interest
Qred has established a policy and instruction for dealing with conflicts of interest that may arise in the business.
Qred's employees are always expected to act in Qred's best interests and exercise sound judgment unaffected by private interests or split loyalties.
No employee may participate in the consideration of a case or make a credit decision that concerns a relative, a relative's company or otherwise where there may be a risk of fraud. Also, an employee may not deal with cases in which the employee has a personal interest or in which a relative of the employee has such an interest, or in a company in which the employee or a relative of the employee has a material interest. In such a situation, the employee must be exempted from the credit processing and credit decision.
Qred's employees shall not purchase goods or services from related parties without prior approval from the CEO, and the CEO shall not purchase goods or services from related parties without prior approval from the Board of Directors.