On 24 May 2023, the FRC published a consultation paper on changes to the UK Corporate Governance Code.  The proposed changes form part of the implementation of the reforms outlined by the government following its consultation on audit and governance reform.  We are still waiting for the government to introduce legislation to take forward many … Read more

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 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

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

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 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

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

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