2013-03-20
Added · Updated
This ordinance establishes principles and requirements for remuneration policies and practices for insurers, reinsurers, supplementary social security companies, and management companies. It mandates that these entities adopt policies covering all forms of remuneration for key personnel, including provisions for fixed and variable pay, deferral of variable remuneration (at least 40% if exceeding one-third of gross annual remuneration, deferred for a minimum of three years), and clawback clauses for payments based on erroneous data. Public companies must also adopt and publicly disclose a remuneration policy for their management and control bodies, which must be reviewed at least every four years. The policies aim to promote sound risk management, align with long-term interests, and ensure remuneration is independent for control functions and actuaries.
ORDINANCE No. 48 of 20.03.2013 on the Requirements for Remuneration Promulgated - SG, No. 32 of 02.04.2013; amended and supplemented, No. 41 of 21.05.2019; amended, No. 66 of 20.08.2019; amended and supplemented, No. 61 of 10.07.2020; amended, No. 60 of 20.07.2021; amended and supplemented, No. 64 of 03.08.2021; amended, No. 70 of 20.08.2024; amended and supplemented, No. 39 of 28.04.2026; amended and supplemented, No. 73 of 14.08.2026, effective 01.01.2027. Adopted by Decision No. 140-N of 20.03.2013 of the FSC
Section I General Provisions
Art. 1. (Amended - SG, No. 41 of 2019; amended and supplemented, No. 61 of 2020) (1) (Amended - SG, No. 41 of 2019; amended, No. 61 of 2020) This ordinance defines the principles and requirements for the policy and practice of determining and paying remuneration in insurers, reinsurers, and supplementary social security companies licensed to operate under the Insurance Code and the Social Security Code, respectively. (2) (New - SG, No. 61 of 2020) This ordinance defines the principles and requirements for the policy and practice of determining and paying remuneration in management companies licensed to operate under the Collective Investment Schemes and Other Collective Investment Undertakings Act. (3) (Previous para. 2, amended - SG, No. 61 of 2020) This ordinance defines the principles and requirements for the policy and practice of determining and paying remuneration to members of the management and control bodies of public companies. (4) (New - SG, No. 61 of 2020) Public companies that are credit institutions, investment intermediaries, insurers, reinsurers, supplementary social security companies, and management companies, in addition to the sectoral requirements regarding the policy and practice for determining and paying remuneration to the members of their management and control bodies, shall also apply the requirements of Section III, respectively. The first sentence shall not apply in case of a contradiction between the sectoral requirements and the requirements of Section III.
Section II Remuneration Policy in Insurers, Reinsurers, Supplementary Social Security Companies, Management Companies (Title amended - SG, No. 61 of 2020)
Art. 2. (Amended and supplemented - SG, No. 41 of 2019; amended, No. 61 of 2020; amended, No. 60 of 2021; amended and supplemented, No. 64 of 2021; amended, No. 73 of 2026, effective 01.01.2027) (1) The persons under Art. 1, para. 1 shall adopt and apply a policy covering all forms of remuneration, such as salaries and other financial and/or material incentives, including benefits related to voluntary pension and/or health insurance, for the following categories of personnel:
Art. 3. (Amended and supplemented - SG, No. 41 of 2019; amended and supplemented, No. 61 of 2020) (1) (Amended - SG, No. 41 of 2019; amended, No. 61 of 2020) The supervisory board or the board of directors, respectively the control board, of the person under Art. 1, para. 1 shall adopt the remuneration policy and shall be responsible for its implementation and periodic review. (2) The implementation of the remuneration policy shall be subject to a periodic and independent internal review at least once a year by or with the participation of the specialized internal control department. (3) (Amended - SG, No. 41 of 2019; amended, No. 61 of 2020) The remuneration policy must be clear and documented and available to the persons under Art. 2, para. 1 and 2 to whom it applies. (4) (New - SG, No. 41 of 2019) Insurers and reinsurers shall ensure that all their employees are familiar with the remuneration policy.
Art. 4. (Amended and supplemented - SG, No. 41 of 2019; amended and supplemented, No. 64 of 2021; amended, No. 70 of 2024; amended, No. 73 of 2
(12) (New - SG, No. 61 of 2020) The remuneration policy shall include a description of the decision-making process used for its determination, review and implementation, including measures to prevent or manage conflicts of interest, and where applicable, the role of the remuneration committee or other committees in the company. In case of amendments and/or supplements to the remuneration policy, it shall include a description and explanation of the significant changes and the manner in which the results of the general meeting votes, the opinions of shareholders, and the minutes of the general meetings at which the remuneration policy was considered and voted on, have been taken into account. (13) (New - SG, No. 61 of 2020) The remuneration policy may specify extraordinary circumstances under which the company may temporarily not apply part of the policy. The extraordinary circumstances under the first sentence are circumstances where the non-application of part of the policy is necessary and is related to the long-term interests and sustainability of the public company or its viability. In the case under the first sentence, the remuneration policy shall provide under what procedural conditions and which of its components may temporarily not be applied. Art. 12. (Amended and supplemented - SG, No. 61 of 2020) (1) (Supplemented - SG, No. 61 of 2020) The public company shall disclose to its shareholders the manner in which it applies the remuneration policy, in a policy implementation report, which is a separate document to the company's annual financial report on its activities. (2) (Supplemented - SG, No. 61 of 2020) The report under paragraph 1 shall contain a program for the implementation of the remuneration policy for the next financial year or for a longer period, a review of how the remuneration policy has been applied during the year, including all benefits in any form that have been provided or are due to current and former members of the management or supervisory body, with an emphasis on the significant amendments adopted therein, compared to the previous financial year. (3) (New - SG, No. 61 of 2020) Any shareholder or their representative participating in the regular general meeting may make recommendations on the report under paragraph 1. In case recommendations have been made, the company shall indicate in the next report under paragraph 1 how the recommendations have been taken into account. (4) (Previous paragraph 3, amended - SG, No. 61 of 2020) After the general meeting at which the annual financial report has been approved, the public company shall publish the report under paragraph 1 on its website, which shall be freely accessible for a period of 10 years. The public company may decide to keep the report available to the public even after the period under the first sentence, provided that the personal data of the members of the company's management and supervisory bodies are deleted. (5) (New - SG, No. 61 of 2020) After the expiration of the period under paragraph 4, first sentence, the personal data of the members of the company's management and supervisory bodies contained in the report under paragraph 1 may not be disclosed, unless a longer period is provided by law. (6) (New - SG, No. 61 of 2020) The public company shall not include in the report under paragraph 1 special categories of personal data of the members of the company's management and supervisory bodies within the meaning of Article 9, paragraph 1 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ, L 119/1 of 4 May 2016) or personal data relating to the marital status of these persons. The company shall process the personal data of the persons included in the report under paragraph 1 for the purpose of increasing corporate transparency regarding their remuneration and with a view to increasing the accountability of these persons and the supervision of their remuneration by shareholders. Art. 13. (Amended and supplemented - SG, No. 61 of 2020; amended and supplemented, No. 39 of 2026) The report under Art. 12, paragraph 1 shall contain at least:
council, respectively an executive member of the board of directors of the company. (4) In exercising its functions, the remuneration committee must ensure that the remuneration of each member of the management board, respectively each executive member of the board of directors, is fairly determined in relation to the remuneration of other members of the management board, respectively executive directors of the board of directors and other employees in senior management positions in the administration of the public company. (5) The remuneration committee is accountable for the exercise of its functions to the general meeting of shareholders and for this purpose, its members must be admitted to attend the meeting upon a decision of the general meeting.
Section III 'a' (New - State Gazette, No. 39 of 2026) European Single Access Point
Art. 22a. (New - State Gazette, No. 39 of 2026) The Commission for Financial Supervision, hereinafter referred to as "the Commission", is a data collection body within the meaning of Art. 2, item 2 of Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 on the creation of a European single access point providing centralized access to publicly available information relevant to financial services, capital markets and sustainable development (OJ, L 2023/2859 of 20 December 2023), hereinafter referred to as "Regulation (EU) 2023/2859", for the purposes of ensuring access via the European single access point to the information under Art. 11, para. 7 and Art. 12, para. 4.
Art. 22b. (New - State Gazette, No. 39 of 2026) (1) The public company, simultaneously with the publication of the information under Art. 11, para. 7 and Art. 12, para. 4, provides the same information to the Commission in a data extraction format under Art. 2, item 3 of Regulation (EU) 2023/2859 or, when required by European Union law, in a machine-readable format under Art. 2, item 4 of the same regulation, accompanied by the following metadata:
Section IV
Administrative Penalty Provisions
Art. 23. (Amended - State Gazette, No. 41 of 2019; amended, No. 61 of 2020) (1) (Amended - State Gazette, No. 41 of 2019) Insurers, reinsurers, their employees and persons who manage and/or represent them, who commit or allow the commission of a violation of this decree, shall be punished in accordance with Art. 644 of the Insurance Code. (2) (Amended - State Gazette, No. 41 of 2019) Supplementary pension insurance companies, their employees and persons who manage and/or represent them, who commit or allow the commission of a violation of this decree, shall be punished in accordance with Art. 351 of the Social Security Code. (3) (Amended - State Gazette, No. 41 of 2019; amended, No. 61 of 2020) Management companies or their employees and persons who manage and/or represent them, who commit or allow the commission of a violation of this decree, shall be punished in accordance with Art. 273 of the Law on the Activity of Collective Investment Schemes and Other Collective Investment Undertakings. (4) Public companies and persons who manage and/or represent them, who commit or allow the commission of a violation of this decree, shall be punished in accordance with Art. 221 of the Law on the Public Offering of Securities. (5) Violations of the provisions of the decree are established by acts drawn up by officials authorized by the respective sectoral Deputy Chairman of the Commission. (6) Penalty orders are issued by the sectoral Deputy Chairman of the Commission or by an official authorized by him. (7) The establishment of violations, the issuance, appeal and execution of penalty orders are carried out in accordance with the Law on Administrative Violations and Penalties.
Additional Provisions
§ 1. (Amended - State Gazette, No. 61 of 2020) For the purposes of this decree:
§ 2. (Added - State Gazette, No. 41 of 2019; amended, No. 61 of 2020; added, No. 39 of 2026) The decree introduces:
Transitional and Final Provisions
§ 3. The decree repeals Decree No. 43 of 2011 on the requirements for remuneration in insurers, reinsurers and health insurance companies (State Gazette, No. 61 of 2011).
§ 4. The persons under Art. 1 shall bring their activities into compliance with this decree within six months from its entry into force.
§ 5. (Amended - State Gazette, No. 66 of 2019; added, No. 64 of 2021) The decree is issued on the basis of Art. 77, para. 5 and in connection with Art. 265, para. 1 of the Insurance Code, Art. 123o, para. 2 of the Social Security Code, Art. 33 and Art. 108, para. 10 of the Law on the Activity of Collective Investment Schemes and Other Collective Investment Undertakings, Art. 116v, para. 1 of the Law on the Public Offering of Securities and is adopted by Decision No. 140-N of 20 March 2013 of the Commission for Financial Supervision.
For the Chairman: Angel Dzhaldzhizov
Provisions to the Decree on Amendment and Supplement of Decree No. 46 of 2012 on the Procedure and Method of Payment of Compensation from the Investor Compensation Fund (State Gazette, No. 66 of 20.08.2019)
§ 9. In § 5 of the transitional and final provisions of Decree No. 48 of 2013 on the requirements for remuneration (published, State Gazette, No. 32 of 2013; amended and supplemented, No. 41 of 2019) the words "Art. 57, para. 4 of the Insurance Code, Art. 123o, para. 2 of the Social Security Code, Art. 33 and Art. 108, para. 2 of the Law on the Activity of Collective Investment Schemes and Other Collective Investment Undertakings" are replaced with "Art. 77, para. 5 of the Insurance Code, Art. 123o, para. 2 of the Social Security Code, Art. 33 and Art. 108, para. 10 of the Law on the Activity of Collective Investment Schemes and Other Collective Investment Undertakings".
Transitional and Final Provisions to the Decree on Amendment and Supplement of Decree No. 48 of 2013 on the requirements for remuneration (State Gazette, No. 61 of 10.07.2020)
§ 20. The persons under Art. 1 shall bring their remuneration policies into compliance with the requirements of this decree by 30 September 2020.
§ 21. Public companies under Art. 1, para. 3 and 4 shall prepare reports on the implementation of the remuneration policy to their annual financial statements for 2020 in accordance with the requirements of this decree.
Transitional and Final Provisions to DECREE No. 70 of 29.06.2021 on the requirements for payment funds (State Gazette, No. 60 of 20.07.2021)
§ 7. In Decree No. 48 of 20.03.2013 on the requirements for remuneration (published, State Gazette, No. 32 of 2013; amended and supplemented, No. 41 of 2019; amended, No. 66 of 2019; amended and supplemented, No. 61 of 2020) the following changes are made:
Transitional and Final Provisions to DECREE No. 71 of 22.07.2021 on the requirements for the management system of insurers and reinsurers (State Gazette, No. 64 of 03.08.2021)
§ 8. In Decree No. 48 of 20.03.2013 on the requirements for remuneration (published, State Gazette, No. 32 of 2013; amended and supplemented, No. 41 and 66 of 2019 and No. 61 of 2020) the following changes and supplements are made:
Transitional and Final Provisions to the Decree on Amendment and Supplement of Decree No. 63 of 8.11.2018 on the requirements for the content, periodicity of preparation and deadlines for submission of supervisory reports of pension insurance companies and funds managed by them (State Gazette, No. 70 of 20.08.2024)
§ 19. In Decree No. 48 of 20.03.2013 on the requirements for remuneration (published, State Gazette, No. 32 of 2013; amended and supplemented, No. 41 and 66 of 2019, No. 61 of 2020, No. 60 and 64 of 2021) the following changes are made:
Final Provisions to the Decree on Amendment and Supplement of Decree No. 48 of 20 March 2013 on the requirements for remuneration (State Gazette, No. 39 of 28.04.2026)
§ 9. As of 10 January 2030, the information under Art. 22b, para. 1 is provided for the first time via the European single access point.
Transitional and Final Provisions to the Decree on Amendment and Supplement of Decree No. 17 of 7.07.2004 on the documents required for the issuance of a permit for the transformation of a pension insurance company and a supplementary pension fund and on the requirements for the plans under Art. 327, para. 1, item 3 and Art. 336, para. 1 of the Social Security Code (State Gazette, No. 73 of 14.08.2026, in force from 01.01.2027)
§ 21. In Decree No. 48 of 20.03.2013 on the requirements for remuneration (published, State Gazette, No. 32 of 2013; amended and supplemented, No. 41 and 66 of 2019, No. 61 of 2020, No. 60 and 64 of 2021, No. 70 of 2024 and No. 39 of 2026) the following changes and supplements are made:
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