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GLOSSARY

Pensions & Investment Research Consultants Ltd definition

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What does Pensions & Investment Research Consultants Ltd mean?

An organisation assisting pension fund investors assess the governance'>corporate governance of listed companies and offering other proxy research services. It issues UK Shareowner Voting Guidelines. Also known as PIRC.

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Nomination committee composition—corporate governance guidelines

Nomination committee composition—corporate governance guidelines Quoted companies (other than investment companies) Source Recommendation Reference UK Corporate Governance Code (UKCG Code) A majority of members of the nomination committee should be independent non-executive directors. The company chair should not chair the nomination committee when it is dealing with the appointment of their successor. 2018 UKCG Code, Provision 17 Institutional Shareholder Services Inc (ISS) For FTSE 350, FTSE SmallCap and FTSE Fledgling companies, a majority of the nomination committee should be independent non-executive directors. For companies listed on AIM, and for other quoted companies which are not a member of the FTSE 350, FTSE SmallCap or FTSE Fledgling indices, at least half the members of the nomination committee should be independent. ISS 2023 United Kingdom and Ireland Proxy Voting Guidelines (pages 14, 15, 36) Pensions & Investment Research Consultants Ltd (PIRC) The nomination committee should be composed solely of independent directors, although executive directors may be invited to contribute to discussions on new executive director appointments. Appointments should be subject...

Remuneration committee composition—corporate governance guidelines

Remuneration committee composition—corporate governance guidelines Quoted companies (other than investment companies) Source Recommendation Reference UK Corporate Governance Code (UKCG Code) Remuneration committee should comprise at least three, or in the case of smaller companies (ie those outside the FTSE 350) two, independent non-executive directors.The company chair may be a member of, but not chair, the committee, provided he or she was considered independent on appointment as chair.Before appointment as chair of the remuneration committee, the appointee should have served on a remuneration committee for at least 12 months. 2018 UKCG Code, Provision 32 Institutional Shareholder Services Inc (ISS) For FTSE 350 companies, remuneration committee should comprise at least three non-executive directors and all members should be independent. The company chair may be a member of, but not chair, the remuneration committee if he or she was considered independent on appointment as chair.For companies in the FTSE SmallCap and FTSE Fledgling indices, remuneration committee should comprise at least two members, and who should all be independent non-executive directors. The company...

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Directors’ remuneration—quoted and unquoted traded companies

Directors’ remuneration—quoted and unquoted traded companies This Practice Note outlines the regulatory framework for remuneration of directors of quoted and unquoted traded companies against the current backdrop of increased shareholder activism and media attention on executive pay packages. It summarises the statutory directors' remuneration reporting regime for quoted companies and unquoted traded companies and notes relevant provisions of the Companies Act 2006 (CA 2006), the UK Listing Rules, the UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) and best practice guidelines relating to executive remuneration. Directors’ remuneration—law, regulation and best practice Legislation The CA 2006 and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, SI 2008/410 (2008 Regulations) impose requirements on the directors of a quoted company and unquoted traded company to disclose prescribed details of directors' remuneration in a remuneration report to be prepared annually. CA 2006 defines a quoted company as a UK company whose equity share capital: • has been included in the Official...

Auditors and liability limitation agreements

Auditors and liability limitation agreements There are statutory provisions relating to the liability of an auditor of a company and the limits that may be placed upon it. Prior to 6 April 2008, a company could not exempt or indemnify its auditors from liability for any negligence, default, breach of duty or breach of trust in relation to the company occurring in the course of the audit of accounts. However, such exemption or indemnification is now permitted, provided it takes the form of an indemnity for the costs of successfully defending proceedings or a liability limitation agreement. In addition, there may be other rules relating to a company’s obligations in relation to audit and auditors that apply to a listed company, an AIM company or a company with securities that are listed on the AQSE Main Market, AQSE Growth Market or AQSE Trading (formerly NEX Exchange Main Board, NEX Exchange Growth Market and NEX Exchange Secondary Market), but these are outside the scope of this Practice...

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