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PRACTICE NOTES
ARCHIVED: This archived Practice Note summarised the statutory provisions of the Companies Act 2006 (CA 2006) in relation to the removal or resignation of an auditor in respect of financial years beginning before 1 October 2015. Section 18 and Schedule 5 of the Deregulation Act 2015, which came into force on 1 October 2015, made a number of changes in relation to auditors, which include provisions dealing with the removal or resignation of an auditor. These provisions have effect in respect of financial years beginning on or after 1 October 2015. For details of the statutory provisions in respect of financial years beginning on or after 1 October 2015, see Practice Note: Removal or resignation of an auditor. In addition to the statutory provisions, there may be other rules relating to the removal and resignation of an auditor that apply to a listed company, an AIM company or a company with securities that are listed on one of the Aquis Stock Exchange (formerly NEX Exchange)
GLOSSARY
A removal warrant is a court order authorising officials to remove a person from a particular place or jurisdiction and transfer them elsewhere, usually in the context of criminal justice, immigration or child protection.In immigration law across the UK and Ireland, a removal warrant (often linked to deportation or administrative removal) permits immigration officers or police to detain and transport an individual to effect removal from the state, typically issued under specific statutory powers (for example, the Immigration Acts in the UK or the International Protection Act 2015 in Ireland).In criminal law, analogous warrants authorise the removal and conveyance of prisoners or accused persons between prisons, courts or jurisdictions (including extradition and European Arrest Warrant / Trade and Cooperation Agreement surrender contexts).In child protection and family law, a warrant may authorise removal of a child from premises into protective care (for example, under the Children Acts or equivalent Scottish and Northern Irish provisions), sometimes described informally as a “removal warrant”.The term is descriptive rather than uniformly defined; its precise meaning and procedure vary by governing statute and context in England and Wales, Scotland, Northern Ireland and Ireland.
PRACTICE NOTES
The rights of an executor may come to an end due to their own actions or those of the court. The rights of a person appointed as executor by a testator’s Will cease if they: • die without having taken out a grant of probate • fail to appear on being cited to take probate, or • renounce probate A person: • cannot be forced to act as an executor, and • may renounce their right to take a grant so long as they have not impliedly indicated acceptance of the office by intermeddling in the estate It is irrelevant if an individual had agreed to accept the office of executor during the testator’s lifetime. An executor may choose to have power reserved to them rather than renounce probate, meaning that they are able to take out a grant at a later date. The rights of a person appointed executor by a Will also cease if: • a grant of probate is revoked • the court removes them as executor and appoints a substitute
NEWS
Family analysis: Gemma Taylor QC, of 42 Bedford Row Chambers, explains the circumstances under which a local authority can be absolved of its duties to consult with a parent and provide information.
GLOSSARY
In a defined benefit scheme, the amount of pension earned is invariably related to the amount of salary; HMRC calls this remuneration. So far as scheme rules or an employer's policy is concerned, it can include or exclude bonuses, commission and other fluctuating emoluments.
PRACTICE NOTES
This Practice Note provides information on SYSC 19D (Dual-regulated firms Remuneration Code) in the Financial Conduct Authority (FCA) Handbook. PRA PS21/25 and FCA PS25/15: reform of the remuneration regime On 15 October 2025, the Prudential Regulation Authority (PRA) and the FCA published Joint Policy Statement PRA PS21/25 FCA PS25/15—Remuneration Reform. In the Joint Policy Statement, the FCA changed the structure of SYSC 19D so that it largely cross-refers to the PRA’s Remuneration Rules, thereby removing the need for the FCA to maintain its own set of parallel remuneration rules. This change took effect on 16 October 2025. FCA Remuneration Codes There are three FCA remuneration codes in addition to SYSC 19D: • the AIFM Remuneration Code (SYSC 19B), which implements the remuneration requirements of the Alternative Investment Fund Managers Directive (Retained Directive 2011/61/EU) and applies to full-scope UK AIFMs. For more information see Practice Note: UK AIFM Remuneration Code • the UCITS Remuneration Code (SYSC 19E), which applies to UK UCITS management companies. For more information, see Practice Note: UCITS Remuneration
PRACTICE NOTES
Remuneration and expenses of a Law of Property Act/fixed charge receiver The Law of Property Act 1925 (LPA 1925) enables a mortgagee of a legal mortgage to appoint an LPA receiver: • when the mortgage moneys become due, and • after making a demand for payment under the terms of the mortgage This right may alternatively (and more usually will) arise under the terms of the charge. In both cases the receiver may be referred to as a fixed charge receiver (in the latter case the receiver is not an LPA receiver, but in practice is often still referred to by this name). The LPA 1925 sets out the basis upon which an LPA/fixed charge receiver is entitled to be remunerated: the receiver shall be entitled to retain, out of any money received, remuneration and payment of all costs, charges and expenses incurred, as long as these do not exceed 5% of all monies received as specified in the appointment documents or, if no rate
PRACTICE NOTES
How is a liquidator’s remuneration determined? The remuneration of an insolvency office-holder (in whatever capacity they are appointed) is governed by the Insolvency Act 1986 (IA 1986) and the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024. In addition, office-holders should take into account the Statements of Insolvency Practice (SIPs) which provide guidelines on the basis of remuneration. Fees can be fixed either: • as a percentage of the value of the assets which are realised, distributed or both realised and distributed • by reference to the time properly spent by the office-holder and the office-holder’s staff in attending to matters arising in the liquidation • as a set (fixed) amount, or • as a combination of all three In a members’ voluntary liquidation (MVL), it is for the company in a general meeting to determine the basis of remuneration. In practice, with an MVL the work is typically done on a fixed fee basis and agreed in advance. In both a creditors’ voluntary liquidation (CVL) and a compulsory liquidation, creditors
PRACTICE NOTES
How is an administrator’s remuneration determined? The remuneration of an insolvency office-holder (in whatever capacity they are appointed) is governed by the Insolvency Act 1986 (IA 1986) and the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024. In addition, office-holders should take into account the Statements of Insolvency Practice (SIPs) which provide guidelines on the basis of remuneration. Fees can be fixed either: • as a percentage of the value of: ◦ the property with which the office-holder has to deal, or ◦ the assets which are realised or distributed • by reference to the time properly spent by the office-holder and the office-holder’s staff in attending to matters arising in the administration • as a set (fixed) amount, or • as a combination of all three Creditors have a right to form a committee, with a minimum of three and a maximum of five members. For further reading on creditors’ committees, see: Creditors' committees in formal insolvencies—overview. If there is a creditors’ committee, the committee
PRACTICE NOTES
The remuneration of the insolvency practitioner is governed by the Insolvency Act 1986, Statements of Insolvency Practice SIP 3.2, SIP 7 and SIP 9 and the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024. A CVA may be proposed by the company or its directors, or its administrator or liquidator. Although the same information is required for each, there are practical differences in the disclosure required where the proposal for a CVA is made by the administrator or liquidator. Nominee’s remuneration—company proposal The IR 2016 SI 2016/1024 state that the proposal must deal with the amount proposed to be paid to the nominee (as such) by way of remuneration and expenses (see IR 2016, SI 2016/1024, r 2.3(1)(g)). The amounts allowable are: • disbursements made by the nominee prior to the decision approving the arrangement coming into effect, and any fees for their services agreed between themselves and the company or administrator or liquidator (see IR 2016, SI 2016/1024, r 2.43) • fees or expenses
GLOSSARY
A delegated committee of the board of directors, mainly responsible for the remuneration policy in relation to the executive management, and the setting of the total individual remuneration package of each executive director. The UK Corporate Governance Code (UKCG Code) recommends that the remuneration committee consists exclusively of independent non-executive directors.
CHECKLISTS
This Checklist summarises the UK Corporate Governance Code requirements relating to the composition of the remuneration committee of quoted companies together with best practice guidelines of major institutional investor representative bodies. Source Recommendation Reference UK Corporate Governance Code (UKCG Code) Remuneration committee should comprise at least three, or in the case of smaller companies (ie those outside the FTSE 350) two, independent non-executive directors.The company chair may be a member of, but not chair, the committee, provided he or she was considered independent on appointment as chair.Before appointment as chair of the remuneration committee, the appointee should have served on a remuneration committee for at least 12 months. 2018 UKCG Code, Provision 322024 UKCG Code, Provision 32 Institutional Shareholder Services Inc (ISS) For FTSE 350 companies, remuneration committee should comprise at least three non-executive directors and all members should be independent. The company chair may be a member of, but not chair, the remuneration committee if he or she was considered independent on appointment as chair.ISS will generally recommend voting against any non-independent,