ZYC-REM-001 Remuneration & Incentives Policy

Purpose

To ensure Zeyro’s approach to pay and incentives promotes responsible behaviour, prevents conflicts of interest, and aligns with FCA expectations under SYSC 19D (MiFID Remuneration Code).


Scope

Applies to all Zeyro employees, directors, and contractors. Covers base pay, benefits, ownership participation, and any discretionary recognition schemes.


Policy Statement

Zeyro’s remuneration framework is simple, transparent, and designed to support good conduct and long-term stability. We do not pay variable or commission-based remuneration. All staff receive fixed pay appropriate to their role, and all are eligible to participate in Zeyro to One, our inclusive ownership model that rewards collective success, not individual risk-taking.

The framework ensures that:

  • remuneration does not encourage excessive risk-taking;

  • staff are rewarded for competence, integrity, and teamwork;

  • pay decisions are free from bias or discrimination; and

  • remuneration supports Zeyro’s culture of calm, fair, and ethical business.


Components of Remuneration

1. Fixed Pay

  • Determined by role, responsibility, and market benchmarks.

  • Reviewed annually by the Board.

  • Payroll is administered by Zeyro’s external accountants using Sage, who also manage HMRC reporting and payslips.

  • Payment is made in regular monthly instalments.

2. Benefits

  • May include pension contributions, paid leave, and professional training.

  • Benefits are applied consistently and proportionately.

3. Ownership Scheme – Zeyro to One

  • Represents Zeyro’s long-term value-sharing arrangement for all employees.

  • Awards are not performance bonuses and do not incentivise short-term outcomes.

  • Participation is subject to Board approval and published terms in Confluence.


Performance assessments focus on behaviour and competence rather than financial outcomes. Remuneration decisions take account of adherence to:

Breach of conduct or regulatory rules may result in reduced pay progression or removal from ownership participation.


Roles and Responsibilities (RACI)

Role

Responsibility

Accountability

Consulted / Informed

Board

Approves remuneration framework; reviews fairness and compliance.

MLRO / NED

MLRO (SMF 16 & 17)

Ensures remuneration aligns with FCA rules and culture objectives.

Board

Rippling HR / Accountants

Operational Management

Proposes role benchmarks; maintains HR data in Rippling.

MLRO

Board / Accountants

External Accountants

Administer payroll using Sage; manage HMRC filings.

MLRO

Board

All Staff

Uphold conduct standards; report concerns of unfairness or conflict.

MLRO

Board

Controls risk: ensures remuneration integrity and prevents pay-driven misconduct through separation of HR records and payroll administration.


Review

This policy is reviewed annually by the Board or sooner if there are changes to SYSC 19D, Zeyro’s ownership model, or payroll arrangements.


Document Control

Field

Details

Policy Code

ZYC-REM-001

Policy Title

Remuneration & Incentives Policy

Document Owner

Gareth Malna – MLRO (SMF 16 & 17)

Responsible Reviewer(s)

Zeyro Board

Version

v 1.0

Date Approved

October 2025

Next Scheduled Review

October 2026

Change History

v 1.0 (Oct 2025): Consolidated remuneration principles and ownership scheme (Zeyro to One); updated to reflect payroll via accountants using Sage.

Classification

Internal policy – distributed to all staff; available to regulators on request.

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