Unsolved governance problem: performance measurement and executive pay
This title provides comprehensive, expert-led coverage of all aspects of corporate governance for public, nonprofit, and private boards. This section comprises five chapters on the subject of executive remuneration, the remuneration committee and performance measurement and incentives.
The remuneration committee
An essential source of reference and route map for the position of Non-executive director. Contains case studies and checklists throughout.
Chapter 7 of the handbook covers the role and work of the remuneration committee and contains a Checklist for the remuneration committee.
Employee share schemes
Employee share ownership can help increase levels of employee engagement and lead to better business performance. This eBook provides guidance on the various employee share schemes and looks at issues such as accounting treatment, tax relief and reporting obligations.
This guide provides an overview of the existing legislation and regulatory regime relating to directors' remuneration for both private and quoted companies in the UK. It also examines the development of corporate governance influences on executive remuneration and considers some of the proposed legislative and regulatory reforms following the banking crisis and heightened shareholder reaction to excessive remuneration policies.
Preparing for the 2018 US proxy and annual reporting season - are you ready?
Guidance for companies preparing for the 2018 US proxy and annual reporting season, which will be the first time that CEO pay ratio disclosure will be required.
129:1 Will ratios fix executive pay?
The article discusses corporate governance and the reporting of pay ratios between chief executives and average employees in Great Britain. Emphasis is given to topics such as proposed laws on reporting by the Department for Business, Energy and Industrial Strategy, executive compensation packages based on evaluation and performance, and shareholder voting on pay limits..
CEO monitoring and board effectiveness: Resolving the CEO compensation issue
A study examining the impact of board governance mechanisms on the pay of Chief Executive Officers (CEOs) using a sample of major French listed companies for the 2009-2011 period.
Government 'taking aim at Britain's boardrooms'
Article highlights the December 2016 green paper on corporate governance reform in Great Britain which lays out options for increasing scrutiny of executives' pay and responsibilities. Topics include a criticism of Prime Minister Theresa May's announcement that there will be no mandatory requirement for staff to be represented in boardrooms, the Hampton-Alexander report on gender diversity at senior and boardroom level and a call for the government to be bolder on the reform proposals.
Directors' pay: revised remuneration reporting regulations
After consultations during 2013, Parliament approved these final regulations governing directors' remunerations reporting, which came into force on 1 October 2013.
Enterprise and Regulatory Reform Act
Part 6, section 79, covers payments to directors of quoted companies.
The large and medium-sized companies and groups (accounts and reports) regulations 2008
The full text of statutory instrument 2008/410 which came into force in April 2008.
Guidelines and reports
The Investment Association Principles of Remuneration
Published in November, the annual report from the Investment Association reflecting best practice for listed companies.
Executive Remuneration Working Group: Final Report
Formed in 2015 the Working Group have consulted 360 investors, asset owners and company employees and have proposed ten recommendations to rebuild trust in executive pay structures in the UK. The Investment Association press release of 26 July 2016 gives a summary of this report and The Principles of Remuneration below.
Investment Association: The Principles of Remuneration
The Principles of Remuneration set out Investment Association members' views on the role of shareholders and directors in relation to remuneration and the way that is should be determined and structured. Aimed at companies with a main market listing, but is also relevant to companies on other public markets.
CFA UK Executive remuneration report 2016
An Analysis of CEO Pay Arrangements and Value Creation for FTSE-350 Companies. Report written by Lancaster University Business School and funded by CFA UK.
Directors' Remuneration Reporting Guidance
guidance from the GC100 and Investor Group published on 15 August 2016.
Bulletin 4: Recent developments in Company Law, the Listing Rules and auditing standards that affect United Kingdom auditor's reports
Audit and Assurance Bulletin published by the FRC in April 2014 highlighting changes to auditors' responsibilities. The press notice issued on 10 April gives a summary.
Report of the Inquiry into Charity Senior Executive Pay and guidance for trustees on setting remuneration
Report of an inquiry from the National Council for Voluntary Organisations into executive pay. The inquiry produced clear and definitive guidance for charity trustees and received the backing of the Charity Commission. Published April 2014.
FRC to consult on executive remuneration
On 2 October 2013 the FRC opened a consultation on whether to amend the UK Corporate Governance Code to address a number of issues relating to executive remuneration. The FRC is now consulting on three specific proposals: clawback arrangements; whether non-executive directors who are also executive directors in other companies should sit on the remuneration committee; and what actions companies might take if they fail to obtain at least a substantial majority in support of a resolution on remuneration.
Executive pay: consultation on revised remuneration reporting regulations
The consultation paper published by BIS on 27 June 2012, to invite comments on draft regulations for the content of directors' remuneration reports.
Directors' pay: guide to government reforms
On 20 June 2012 the Business Secretary Vince Cable announced comprehensive reforms of the governance framework for directors' remuneration which aim to "address failures in corporate governance by empowering shareholders to engage effectively with companies on pay." These reforms were introduced through amendments to the Enterprise and Regulatory Reform Bill. On 3 July 2012 BIS published further explanatory notes for proposed amendments on directors' remuneration.
A single figure for remuneration
Report published by the FRC's Financial Reporting Lab in June 2012 which presents the results of a short-term project undertaken at the request of the BIS to obtain views from companies and the investment community on how a single figure of 'total remuneration' might be measured and presented.
Executive pay: Consultation on enhanced shareholder voting rights
Consultation paper published by BIS in March 2012 on "measures to give company shareholders greater influence over executive pay, through enhanced voting rights". The paper builds on the evidence received in response to the 2011 discussion paper on executive remuneration. BIS published a summary of responses in June 2012.
Executive remuneration: Discussion paper
Published in September 2011 by the Department for Business, Innovation and Skills (BIS), this discussion paper aims to "to gather further evidence and stimulate debate" and presents a "variety of measures that could potentially promote a clearer and stronger link between executive remuneration and company performance, and empower shareholders to hold companies to account." BIS published a summary of responses in January 2012.
What are we paying for? Exploring executive pay and performance
The High Pay Commission was an independent inquiry into high pay and boardroom pay across the public and private sectors in the UK. The report examines the key components of the compensation received by all FTSE 350 directors between 2000 and 2010, along with corresponding changes in the main corporate performance measures.
Please note: this report is no longer available on the High Pay Commission website.
Executive pay: principles and practice
Published by CIPD, the Principles of executive remuneration are intended to act as a framework to help remuneration committees and HR directors develop their policies and practices for executive reward. A further guide helps to put the principles into practice.
Deloitte Executive Pay publications cover FTSE SmallCap, FTSE 100, FTSE 250 in separate annual reports.
KPMG publish an annual survey which includes data on salary, bonuses, share plans and long-term incentives. Until 2009 published under the title 'Survey of directors' compensation' which also included data on non-executive director's fees.
PwC publishes annual non-executive director fees survey, which provides an analysis of fee levels and trends within the FTSE 100 and the FTSE 250 and small cap companies.
MM&K Chairman and non-executive director survey (Life in the boardroom)
Annual survey published by remuneration consultancy MM&K which includes information on fee levels, time commitments and attitudes to all aspects of their jobs from non-executive directors sitting on the boards of FTSE 350, Small Cap, AIM, private and multi-national groups. Also contains a section covering all aspects of the work of the remuneration committee and a section on directors’ views on board appraisal.
High Pay Centre
The HPC is an independent non-party think tanks and publishes an annual report on FTSE 100 CEO remuneration.. An index of HPC reports can be found here
Articles and books in the Library collection
Articles in our print collection include:
The Price of delivering value
Governance and Compliance, February 2015. pp14-17
An effective pay policy should be driven by three qualities: fairness, simplicity and openness. Includes a table of best practice guidance for reporting on pay, outlining the best practices exhibited by companies and some practices that should be avoided.
Capping salary excess
Accountancy, October 2013. p.65
The author analyses the ramifications of the Enterprise and Regulatory Reform Act 2013, which gives shareholders greater influence over executive remuneration in fully-quoted companies. The author argues that investors will begin to expect this degree of input into smaller companies too.
Changing face of LTIPs
Executive Compensation Review, June 2013. pp.21-23
LTIPs (long-term incentive plans) are now a firmly established part of executive remuneration, but they are coming under increasing fire. Payouts have remained stubbornly high even at a time of recession and poor corporate performance, and there are concerns that they encourage executives to maximise short-term results at the expense of long-term corporate health. However, there are signs that remuneration committees are beginning to respond to these criticisms. This article looks at some of the latest trends in LTIP design.
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