Corporate weekly highlights—18 November 2016

Corporate weekly highlights—18 November 2016
Welcome to the weekly highlights from the Lexis®PSL Corporate team for the week ending 17 November 2016, which provide news updates and a comprehensive list of dates for your diary. This week’s edition features: Hermes Investment Management’s report on executive remuneration practices; the ranking of signatories to the UK Stewardship Code by the Financial Reporting Council (FRC); case analysis of a High Court decision allowing a company to rely on the exception to the prohibition on cancellation schemes in connection with a takeover; the announcement of the government’s grounds for appealing the ruling that parliamentary approval was required to trigger Article 50; and analysis on the corporate offence of failure to prevent the criminal facilitation of tax evasion. 


Corporate Governance

Report calls for fundamental shift in executive remuneration

Proposals to improve existing executive director pay practices have been set out in a report by Hermes Investment Management. The report is aimed primarily at large publicly listed companies. It sets out proposals which are designed to improve existing executive director pay practices in order to better achieve their intended objectives.

The report identifies some perceived weaknesses of the current model, including excessive pay levels, misalignment to long-term value, complexity of incentive schemes, weak accountability and low levels of trust between remuneration committees and the public.

Overall, Hermes recommends a fundamental shift in the structure of executive remuneration packages, towards a 'simpler, more transparent and less-leveraged' pay package.

FRC ranks Stewardship Code signatories using tier system

The Financial Reporting Council (FRC) has begun categorising signatories to the UK Stewardship Code (Code) into tiers, based on the quality of their Code statements. The Code supplements the UK Corporate Governance Code and applies principally to institutional investors.

The assessment focused on the quality of descriptions of Code signatories' approach to stewardship and their explanations in accordance with the 'comply or explain' basis of the Code.

40% of signatories are in the top tier, meaning their reporting is of a good quality. Those in the bottom tier, who require significant improvement, have six months to progress or will be dropped as a signatory to the Code.

Takeovers—case analysis


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