The remuneration committee

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

  • The remuneration committee
  • The UK Corporate Governance Code, the Listing Rules and the DTRs
  • Guidance on directors' remuneration
  • Financial services firms
  • Membership of the remuneration committee
  • Role of the remuneration committee
  • Remuneration committee terms of reference
  • Duties of the remuneration committee
  • Relationship between the remuneration committee and the board
  • Relationship with the nomination committee
  • More...

The remuneration committee

The UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) is the benchmark for good governance of listed companies. It includes a number of recommendations regarding directors’ remuneration, including a requirement for listed companies to establish a remuneration committee.

This Practice Note looks at the UKCG Code and other best practice guidance on the composition of the remuneration committee, the committee’s role and responsibilities, and the principles to be applied in setting director remuneration policy and remuneration levels.

For information on the remuneration of directors of listed companies generally, see Practice Note: Directors’ remuneration—quoted and unquoted traded companies.

The UK Corporate Governance Code, the Listing Rules and the DTRs

In July 2018, the FRC published a revised version of the UKCG Code, which applies to premium listed companies with accounting periods beginning on or after 1 January 2019 (although companies could choose to comply with some or all of the provisions before this date). The FRC also published an updated Guidance on Board Effectiveness.

For general information on the application, purpose and provisions of the UKCG Code, see Practice Note: The UK Corporate Governance Code.

All premium listed companies are required under the Listing Rules (Listing Rules) of the Financial Conduct Authority (FCA) either to comply with the provisions of the UKCG Code or to explain to shareholders in their next annual report why they

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