Directors’ remuneration report

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

  • Directors’ remuneration report
  • Law and regulation
  • Revised Shareholders Rights Directive
  • Directors' duties to prepare, approve and circulate
  • Remuneration report
  • Format of report
  • Annual report on remuneration—contents
  • Directors' remuneration policy—contents
  • Companies (Miscellaneous Reporting) Regulations 2018
  • CEO/employee pay ratio information
  • More...

Directors’ remuneration report

This Practice Note covers the statutory, regulatory and corporate governance framework for directors’ remuneration reports (including the directors’ remuneration policy), and related practical guidance.

Law and regulation

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 UK company 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, AQSE Growth Market (formerly NEX Exchange Growth Market) and overseas companies are not covered by the directors' remuneration reporting regulations.

Companies (both UK and overseas) with a premium listing of equity shares on the London Stock Exchange (listed companies) are also subject to requirements relating to remuneration reports in:

  1. the Listing Rules (Listing Rules) of the Financial Conduct Authority (FCA) (see Listing Rules requirements)

  2. the UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council

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