Please note that this precedent is for information only and is a memorandum setting out details of the Model Code that was contained in former Listing Rules and applied to the directors of a company with a premium listing of equity shares on the Official List of the Financial Conduct Authority. The Model Code was deleted by the FCA as a consequence of the implementation of Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation) which came into force on 3 July 2016. For further details on the Market Abuse Regulation see Practice Notes: Market Abuse Regulation (MAR)—essentials [Archived] and UK Market Abuse Regulation—level 2 and level 3 measures. The Chartered Governance Institute (formerly known as ICSA: The Governance Institute), GC100, the Quoted Companies Alliance (QCA) and other market participants published a guidance note and various specimen dealing codes to be used by listed and quoted companies from 3 July 2016. For further information on these documents see Practice Note: ICSA, GC100, QCA: Market Abuse

Share Incentive Plans (SIPs) (formerly known as Approved Employee Share Ownership Plans) are tax-advantaged share plans, that meet the requirements of Schedule 2 of ITEPA 2003. They were introduced in 2000 as a means of encouraging employees at all levels to acquire shares in their employer company.

A tax-advantaged share plan that is intended to provide employees of both listed and unlisted companies with an opportunity to acquire shares (in contrast to options over shares) in their employer (or its parent). The shares acquired are held beneficially for employees by the trustee of a UK resident trust (SIP Trustee). A SIP must satisfy the conditions set out in ITEPA 2003, Sch 2 in order to qualify for the relevant tax advantages.

ARCHIVED: This Practice Note has been archived and is not maintained. This year’s annual round-up reviews some of the most significant developments of 2017 and previews what is on the horizon for 2018. This includes a review of the changes to employee shareholder shares, salary sacrifice arrangements and disguised remuneration arrangements involving employee benefit trusts (EBTs) (as a result of the Rangers case). Also included are updates on Lexis+® UK’s content, including news of exciting developments from the past year and what is coming up in the next 12 months. Reviewing 2017 Employee shareholder shares What happened? Following the government introducing a £100,000 limit for Capital gains Tax (CGT) relief in March 2016, which substantially reduced the attractiveness of employee shareholder shares (ESS) from the perspective of both employers and employees, the Finance Act 2017 fully withdrew the capital gains tax exemption and the income tax and National Insurance contribution (NIC) reliefs in respect of shares received as consideration for entering into ESS agreements made on or after 1 December 2016.

This week's edition of Share Incentives weekly highlights includes: (1) HMRC’s Employment Related Securities Bulletin 56 and (2) the FCA’s new consultation paper on the Public Offers and Admissions to Trading Regulations regime, which it has published as part of a wider package of measures designed to help strengthen the UK’s capital markets.

This week's edition of Share Incentives weekly highlights includes (1) publication of the FRC’s new guidance supporting the UK Corporate Governance Code 2024 and (2) reports that the Investment Association will be carrying out a significant review of its Principles of Remuneration this year.

This week's edition of Share Incentives weekly highlights includes(1) HMRC’s new package of tax administration and simplification measures announced this week, (2) HMRC’s Employment Related Securities Bulletin 60, and (3) numerous investor revolts over executive pay, including Melrose Industries plc suffering a defeat in respect of its directors’ remuneration report, as the 2025 AGM season continues.

This week's edition of Share Incentives weekly highlights includes: (1) Alvarez & Marsal’s report on executive remuneration in the FTSE 350 and (2) our updated Practice Note on key tax and practical considerations that arise when a company owned by an employee ownership trust (EOT) is sold out of the EOT.

This week's edition of Share Incentives weekly highlights includes (1) publication of the Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025, (2) LSE’s discussion paper on reforms to the AIM framework and rules, (3) new and updated guidance from HMRC on changes for non-domiciled individuals and (4) analysis from Deloitte and WTW on FTSE 100 remuneration reports for 2024 which have been published so far.

This week's edition of Share Incentives weekly highlights includes: (1) the Treasury’s announcement that ‘Legislation Day’ will be 21 July 2025, (2) publication of the minutes for the Share Schemes Forum meeting held on 15 April 2025, and (3) research published by Indigo that shareholder rebellions over executive pay at FTSE100 companies have more than doubled in the first half of 2025 compared to last year.

This week's edition of Share Incentives weekly highlights includes (1) publication of the Investment Association’s updated ‘Principles of Remuneration’ and (2) a new Q&A which considers whether an executive’s share option can provide them with a right to a stated percentage of the relevant company’s share capital, rather than simply a right to a number of shares.

This week's edition of Share Incentives weekly highlights includes: (1) a government consultation on modernising corporate reporting which proposes various changes to remuneration reporting and (2) new precedent board minutes approving the introduction of a growth share structure in a private company.