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

PRA and FCA consult on removal of Bankers’ Bonus Cap

The PRA and the FCA (the “Regulators“) have launched a consultation to remove the regulatory limit on the fixed/variable remuneration ratio (commonly referred to as the bankers’ bonus cap), thereby allowing Banks and other PRA-designated investment firms to increase, if they so wish, the maximum ratio between fixed and variable remuneration for key staff. The … 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

PLSA 2022 Stewardship Guide and Voting Guidelines

The PLSA published its 2022 Stewardship Guide and Voting Guidelines on 23 February 2022.  The 2022 Guidelines set out the PLSA’s views on current best practice and its voting recommendations for AGMs in 2022. There have been no substantive changes to the section of the guidelines covering Executive Remuneration.  The PLSA notes that in 2021 … Read more

New FCA webpage and templates on the MIFIDPRU Remuneration Code

The new FCA webpage on the remuneration code as part of the prudential sourcebook for MiFID Investment Firms (MIFIDPRU). The new webpage sets out: how the MIFIDPRU remuneration code applies; self-assessment templates and tables; reporting requirements; and disclosure requirements. 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