Directors’ service contracts—listed companies
Directors’ service contracts—listed companies

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

  • Directors’ service contracts—listed companies
  • CA 2006 provisions
  • The UK Corporate Governance Code
  • The Chartered Governance Institute guidance and best practice guidelines

This Practice Note focuses on the additional statutory and regulatory requirements applicable to UK listed companies in relation to directors’ service contracts, covering relevant provisions of the Companies Act 2006 (CA 2006), the Listing Rules of the Financial Conduct Authority (Listing Rules) (FCA) and the UK Corporate Governance Code (UKCG Code) published by the Financial Reporting Council (FRC). It also highlights guidance issued by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI) and institutional investor best practice guidelines.

All UK companies, including listed companies, are subject to the provisions of the CA 2006.

Companies (both UK and overseas) with a premium listing of equity shares on the London Stock Exchange (listed companies) are further subject to:

  1. the Listing Rules—Listed companies are required to disclose in their annual report the unexpired terms of the contracts of those directors seeking election or re-election at the next AGM

  2. the UKCG Code (see Directors’ service contracts—listed companies — The UK Corporate Governance Code, below), and

  3. guidance issued by The Chartered Governance Institute and best practice guidelines issued by bodies representing institutional investors and pension funds, such as the Pensions and Lifetime Savings Association (previously the National Association of Pension Funds (NAPF)), the Investment Association (which assumed responsibility for guidance issued previously by the Association of British Insurers (ABI)) (see Directors’ service contracts—listed