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GLOSSARY

Remuneration policy definition

Published by a LexisNexis Corporate expert

What does Remuneration policy mean?

All quoted companies and unquoted traded companies must prepare a directors’ remuneration report and put it to their shareholders. The report must comprise: (1) a forward-looking directors' remuneration policy, set out in a separate part of the report, detailing the company's principles for determining pay and benefits for existing and new directors, performance measures to be applied and any loss of office or 'exit' payments; and (2) an annual statement by the chair of the remuneration committee, together with an annual report on remuneration, detailing the actual payments made to directors in the last financial year and how the company intends to implement its remuneration policy in the next year. Shareholders now have a right to a binding vote, by ordinary resolution, on the directors' remuneration policy part of the report whenever a new policy, or an amendment to the existing policy, is proposed and, in any event, at least every three years. See CA 2006, s 439A.

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EU AIFMD—remuneration requirements

EU AIFMD—remuneration requirements This Practice Note explores the remuneration policies and practices introduced by Article 13 and Annex II of the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (AIFMD) and further detailed in the European Securities and Markets Authority (ESMA)’s Guidelines on sound remuneration policies under the AIFMD (ESMA Guidelines). Alternative Investment Fund Managers (AIFMs) of alternative investments funds (AIFs) including hedge funds, private equity funds and other AIFs (such as commodity funds venture capital funds, real estate funds and investment funds) are all potentially within scope of the AIFMD remuneration requirements. What is the AIFMD? The AIFMD (Directive 2011/61/EU) came into effect in EU Member States on 22 July 2013 and covers the management, administration and marketing of AIFs across the EU. AIFMD, as implemented, applies to all EU AIFMs that manage one or more AIFs, irrespective of whether those AIFs are EU AIFs or non-EU AIFs. The AIFMD, as implemented in EU Member States, also applies to: • non-EU AIFMs who manage EU AIFs, and •...

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...

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Chair’s AGM script—voting on a poll

Chair’s AGM script—voting on a poll For the Annual General Meeting of [Name of company] to be held on [Date] at [venue] 1 Introduction Good morning Ladies and Gentlemen. I am [insert name], the Chair of [insert name of company]. It is now [insert the exact time], which is [just past] the time set for the Annual General Meeting of [insert company name] to commence. 2 Quorum Having checked with Company Secretary/advisers/registrars There is a quorum present, so I declare the meeting open. 3 Housekeeping Before we commence, I would like to run through a few practicalities. Fire exits are located [[over there] OR [insert location]] and there is no fire drill planned for this morning. May I ask everyone to make sure mobile phones are switched off. Thank you. [[You may also be interested to note that this meeting is being recorded so that those shareholders and interested parties who are unable to be here today can view it on the company’s website from tomorrow onwards].]...

Resolution—approving the directors’ remuneration policy

Resolution—approving the directors’ remuneration policy Ordinary resolution: That the directors’ remuneration policy set out on pages [insert page no.] to [insert page no.] of the directors’ remuneration report contained

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Does a UK subsidiary of an overseas parent have to provide CEO pay ratio information in its annual report?

Does a UK subsidiary of an overseas parent have to provide CEO pay ratio information in its annual report? This Q&A refers to the requirement under the Companies (Miscellaneous Reporting) Regulations 2018 (2018 Regulations), SI 2018/860, reg 17 for certain companies with accounting periods beginning on or after 1 January 2019 to include in the directors’ remuneration report pay ratio information (and other supporting information) comparing the total remuneration of the CEO to the median (50th), 25th and 75th percentile full-time equivalent remuneration of the company’s UK employees. The requirement to provide pay ratio information applies to UK incorporated quoted companies with more than 250 UK employees. Quoted companies for these purposes means companies quoted on the UK Official List, the New York Stock Exchange, NASDAQ or a recognised stock exchange in the EEA. This does not include AIM companies. Note that with effect from 10 June 2019 the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019,

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Share Incentives weekly highlights—15 May 2025

This week's edition of Share Incentives weekly highlights includes (1) a change in bonus rates for SAYE schemes, (2) a focus on executive remuneration as the 2025 AGM season continues and (3) the Court of Appeal decision in Amedeo Fasano v Reckitt Benckiser Group PLC.

Financial Services Regulation and Compliance—Cross sectoral and other March 2025

Ireland—Banking & Financial Services analysis: Domestically, the CBI published the revised Consumer Protection Code. At European level, ESMA published guidelines on suitability requirements and the format of the periodic statement for portfolio management activities under MiCAR.This article was written by the Insurance & Reinsurance team of A&L Goodbody LLP.

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