Preparing your annual report and AGM notice in 2023

A key focus for many UK listed companies at this time of year is finalising their annual report and preparing for their annual general meeting. This briefing considers developments and issues arising in practice over the last 12 months which impact on the 2022 annual report and the AGM in 2023. Following the disruptions caused … Read more

Glass Lewis 2023 Policy Guidelines

Glass Lewis has published its 2023 Policy Guidelines (“Guidelines“) for the UK, setting out the factors it considers when determining proxy voting recommendations. The following changes to the Guidelines relevant to remuneration and incentives have been made, all of which are clarificatory in nature: Combined incentive (omnibus) plans: Omnibus plans are plans that have a … Read more

Investment Association Principles of Remuneration for 2023

The Investment Association (the “IA“) has published its 2023 Principles of Remuneration (“Principles“) and annual letter to Remuneration Committee chairs. The IA updates its guidance and writes to Remuneration Committees annually to highlight the key areas of focus it expects Remuneration Committees to consider when approaching remuneration. There are no substantial changes to the Principles … Read more

FRC 2022 Review of Corporate Governance Reporting

The FRC recently published its 2022 annual review of corporate governance assessing the quality of reporting against the UK Corporate Governance Code. Section E (which starts on page 51) covers remuneration reporting.  Key points on remuneration reporting highlighted by the FRC include: reporting on how remuneration aligns with the company’s strategy, purpose and values should … Read more

LGIM’s UK Principles of Executive Pay for 2023

LGIM has recently issued an updated version of its UK Principles of Executive Pay. The Principles remain largely unchanged, however, there are a few changes of note including: impact of the cost-of living crisis increases – companies which have given low-paid employees a significant pay increase to assist them during the current crisis should exercise … Read more

2022/23 FCA letter to Remuneration Committee Chairs – level one Banks, Building Societies and PRA investment firms

The FCA published its 2022/23 letter to Remuneration Committee Chairs of proportionality level one Banks, Building Societies and PRA designated investment firms on 2 August 2022. As in previous years, key areas of focus remain ensuring that remuneration policies foster a strong culture of risk-management and accountability and promoting ESG considerations and diversity and inclusion … Read more

Final FCA rules on climate-related financial disclosures by standard listed companies and revised guidance for all companies

The Financial Conduct Authority (FCA) has published a Policy Statement (PS21/23) and final rules and guidance in relation to climate-related financial disclosures for standard listed companies. It has also updated its guidance on climate-related disclosures for premium and standard listed companies. The new rules for standard listed companies in new Listing Rule 14.3.27R mirror those … Read more

FCA publishes final IFPR remuneration disclosure rules

The FCA has now published its final rules on remuneration-related disclosures under the Investment Firms Prudential Regime (“MIFIDPRU”) that will apply to UK investment firms for performance years commencing on or after 1 January 2022. For most firms, with a calendar year performance period, the first remuneration disclosures under the new rules will need to … Read more

Changes to the Listing Rules on eligibility criteria

The Financial Conduct Authority (FCA) has published Policy Statement PS21/22 in which it has made a number of targeted changes to the Listing Rules in order to remove barriers to listing in London. From an employees’ share schemes perspective, the key changes to note are those to Listing Rules 13.8.11R and 13.8.14R. In connection with any circular … Read more