The situation
A draft bonus plan for staff of a bank and an investment firm
Your group has a bank in Frankfurt and an investment firm in Amsterdam. The new CEO wants one bonus plan for both, with targets agreed each January, part paid in shares and a clawback for misconduct. HR has a draft from a consultancy, and the remuneration committee meets in five weeks. Nobody has checked it against the two sets of rules it must meet.
Two bodies of law meet in the plan. Financial regulation sets caps, deferral and payment in instruments for some staff. Employment law decides whether the employer can change the plan, cut a bonus or claw it back. The hours go on making one document that holds up under both, in two countries.
What the research has to settle
The rules behind the answer
- Which regime applies depends on the firm
- Banks follow the remuneration rules of the Capital Requirements Directive, and investment firms generally follow those of the Investment Firms Directive. In Germany, the rules for banks are set out in detail in the Remuneration Ordinance for Institutions.
- Identified staff get the strictest rules
- For staff whose work has a material impact on the firm’s risk profile, part of the variable pay must be deferred and part paid in instruments, subject to malus and clawback. For bank staff, the ratio of variable to fixed pay is also capped.
- The Netherlands goes further
- Dutch law caps variable pay for people working at financial undertakings in the Netherlands at a level well below the EU cap for banks, with limited exceptions. A group-wide plan has to be designed around the Dutch cap for the Amsterdam firm.
- Employment law decides what can change
- An employer cannot simply withdraw or cut a promised bonus. German courts review bonus clauses as standard terms and check discretionary decisions for fairness, and Dutch law limits unilateral changes to employment terms. The plan’s wording decides how much flexibility survives.
How it runs in azta
From the question to the document
The question, as you would type it
Group with a German bank and a Dutch investment firm wants one bonus plan: annual targets, part paid in shares, clawback for misconduct. What remuneration rules apply to each entity, how does the Dutch bonus cap affect the plan, and can the employer cut bonuses unilaterally under German and Dutch employment law?
You start with
A draft bonus plan for staff of a bank and an investment firm
- 01
Describe the plan and the firms
Set out the plan, the entities and which staff are identified. azta searches the EU remuneration rules, the German and Dutch financial legislation and the employment law of both countries.
Cited research· Free - 02
Find the decisions on bonus clauses
Ask for German and Dutch decisions on bonus targets, discretion and clawback. azta summarises each and links the full text.
Case-law search - 03
Draft the memo
Ask for a memo per entity: the rules that apply, where the draft plan conflicts with them, and proposed wording. Edit it in Canvas.
Canvas · Ask azta· Pro - 04
Export for the remuneration committee
Export to Word for the committee papers and keep the cited research with the plan file.
Word export· Pro You send
An HR memo on the remuneration rules and employment law per entity, with wording
What you get
An HR memo on the remuneration rules and employment law per entity, with wording
HR memo · draft
Group bonus plan: rules for the Frankfurt bank and the Amsterdam firm
Frankfurt bank. Identified staff are subject to the cap on the ratio of variable to fixed pay, to deferral and to payment in instruments, with malus and clawback. The draft plan meets the instrument share but needs a deferral schedule and a clawback clause that names the triggers. Proposed wording is in Annex 1.
Amsterdam firm. The Dutch cap on variable pay applies to staff working in the Netherlands, so the target bonus percentages in the draft cannot apply there as written. Section 3 sets out the cap, the exceptions and a version of the plan for the Dutch staff.
Employment terms. The draft lets the company change targets at any time during the year. A German court is likely to treat that as an unreasonable standard term, and Dutch law limits unilateral changes. We propose fixing targets in January with a narrow change clause.
Outcomes on your numbers
What azta is worth on this task
Pro pays for itself after
14 minutes a month
At €120 an hour, that is all the time Pro (€27 a month) has to take off your desk to cover its price.
Example figures. Replace them with your own.
- Hours back a year
- 22
- Capacity at your rate
- €2,592
- More remuneration memos a quarter
- 0.7
- Return on Pro
- 8×
- Research
- Drafting
- Your review
A scenario you set, not a promise. The hours that come back go to another client, or deeper into this one.
Want these numbers on your team’s real workload?
Book a demoSources azta searches here
- EUR-Lex · Curia
- Gesetze im Internet
- Rechtsprechung im Internet
- wetten.overheid.nl
- Rechtspraak.nl
What stays with you
- Identifying the material risk takers, which is the firm’s own assessment.
- Guidance from BaFin, DNB and the EBA, which azta does not hold.
- Consulting the works councils and the committee’s decision.
Frequently asked questions
- Does azta hold the EBA or BaFin guidance on remuneration?
- No. It holds EU law and German and Dutch legislation and case law. Supervisory guidelines need checking separately.
- Does the works council have a say?
- In both countries works councils have rights over pay systems. Ask about it as a separate question and azta cites the provisions.
- Can we keep the memo with the committee papers?
- On Enterprise, shared workspaces keep the plan, the research and the drafts together for the people with access.
