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Directors' remuneration

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.

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Directors' remuneration

Caroline Newsholme and Sylvia Atallah
ICSA Publishing Ltd, 2013

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1. Current regulatory framework

Chapter 1 outlines the existing regulatory framework for directors' remuneration and the requirements relating to the disclosure of such information for both private and quoted companies.

2. The UK Corporate Governance Code

Chapter 2 looks at the UK Corporate Governance Code which sets out a series of standards that companies with a premium listing must adhere to when deciding on any executive director remuneration issues.

3. Proposed reforms

Chapter 3 discusses the proposed reforms to the disclosure and corporate governance framework relating to the remuneration of directors of quoted companies. These will be introduced by the Enterprise and Regulatory Reform Act 2013 and accompanying regulations which will amend the Companies Act 2006.

4. Institutional shareholder guidelines

Chapter 4 looks at some of the bodies representing institutional investors who have published guidance on directors' remuneration. This includes the Association of British Insurers (ABI), National Association of Pension Funds (NAPF) and Pensions & Investment Research Consultants (PIRC). The Prudential Regulation Authority remuneration code of practice and European developments relating to directors' remuneration are also covered.

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All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form, or by any means, electronic, mechanical, photocopying, recording or otherwise, without prior permission, in writing, from the publisher. This publication is a general guide and is correct at the time of writing.


The publication does not necessarily deal with every important topic or cover every aspect of the topics with which it deals. It is not intended to provide legal advice and should not be treated as a substitute for legal advice. Legal advice should always be sought before taking action based on the information provided. The authors bear no responsibility for errors and omissions.

The Institute of Chartered Accountants in England and Wales (as distributor) disclaims all liability for any errors or omissions.