Directors’ remuneration—quoted and unquoted traded companies
Directors’ remuneration—quoted and unquoted traded companies

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Directors’ remuneration—quoted and unquoted traded companies
  • Directors’ remuneration—law, regulation and best practice
  • Disclosure—the directors' remuneration policy and remuneration report
  • The Listing Rules
  • The UK Corporate Governance Code
  • Investor guidelines
  • Remuneration consultants
  • Companies (Miscellaneous Reporting) Regulations 2018

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, 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 Companies Act 2006 (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 to disclose prescribed details of directors' remuneration in a remuneration report to be prepared annually. With effect from 10 June 2019, The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019 (Directors’ Remuneration Regulations 2019) extend these requirements to unquoted traded companies (see Revised Shareholder Rights Directive below).

CA 2006 defines a quoted company as a company registered within the UK whose shares are either listed on the Official List of the London Stock Exchange or in an EEA state, or admitted to dealing on the New York Stock Exchange or NASDAQ. AIM, NEX Exchange Growth Market (formerly ISDX Growth Market) and