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Directors' remuneration areas of focus

All companies, except those that are small, are required to make certain disclosures about the aggregate remuneration of the directors. Quoted (and, for periods commencing on or after 10 June 2019, traded) companies are subject to considerably more onerous requirements involving preparation of a directors’ remuneration report including detailed information about each director’s remuneration.

New requirements introduced by The Companies (Miscellaneous Reporting) Regulations 2018 came into force for accounting periods beginning on or after 1 Janury 2019. 

For December 2020 year end reporters, further new requirements introduced by the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019 (SI 2019/970) (the 2019 Regulations), come into force.  These Regulations which partially implement the Shareholders Rights Directive extend the scope of remuneration reporting to include unquoted traded companies and introduce new requirements in respect of the directors’ remuneration policy and the directors’ remuneration report.  In particular the remuneration report must now include:

  • a comparison of the annual change of each director’s pay to the annual change in average employee pay, over a rolling five year period.
  • the split of fixed and variable pay for each director, as two additional columns to the existing ‘Single Figure’ table.
  • any changes made to share options granted or offered and the main conditions for the exercise of these rights including the exercise price and date, compared to the previous year.

The changes in the 2019 Regulations to the requirements for quoted companies on the remuneration policy apply in respect of any new policy brought to shareholders for approval on or after 10 June 2019, while the changes to remuneration reporting take effect in respect of financial years starting on or after 10 June 2019.

In June 2019 the government published some guidance and answers to frequently asked questions about these regulations. The GC 100 and Investor Group has also published updated guidance to assist directors of quoted (and, for periods commencing on or after 10 June 2019, traded) companies to apply the requirements.

Click for direct access to specific directors' remuneration resources:

Latest Resources

The new remuneration report — Second impressions

27 Jun 2014

This publication from Deloitte shares our second impressions of how companies are addressing the new Directors' Remuneration Report requirements. Our review covers the reports of six FTSE 100 constituents with a financial year ending on 30 September 2013 and 47 of those with financial years ending in December 2013.

FRC consults on changes to the UK Corporate Governance Code

24 Apr 2014

The Financial Reporting Council (FRC) has today published a consultation (“the consultation”) on proposed changes to the UK Corporate Governance Code (“the Code”). The proposed changes, if implemented, will apply to financial years beginning on or after 1 October 2014.

FRC bulletin highlights auditor’s responsibility in relation to the Strategic Report and the Directors’ Remuneration Report

10 Apr 2014

The Financial Reporting Council (FRC) has today published a bulletin highlighting recent developments in UK company law, the UK listing rules and ISAs (UK and Ireland) that affect both the auditor’s responsibility and the wording of auditor’s reports on the financial statements.

European Commission proposes measures to enhance transparency and to improve shareholder engagement and corporate governance reporting

09 Apr 2014

The European Commission has today announced a package to improve corporate governance for listed companies within the European Union (EU). The proposals aim to encourage long-term shareholder engagement and to improve corporate governance reporting by listed companies.

FRC issues reminders for the reporting season

03 Feb 2014

The Financial Reporting Council (FRC) has issued a summary of key findings from reports produced by the Financial Reporting Lab which companies should be addressing during the current reporting season.

The new remuneration report — First impressions

30 Jan 2014

This publication from Deloitte shares our first impressions of how companies are addressing the new Directors' Remuneration Report requirements. It is based on the reports of 17 companies with a financial year ending on 30 September 2013, which were the first to have to comply with the new requirements.

GAAP 2014 — Annual report disclosures for UK listed groups

21 Jan 2014

Deloitte has released 'GAAP 2014 - Annual report disclosures for UK listed groups'. This publication provides comprehensive guidance on the presentation and disclosure requirements for company reporting that will apply to listed groups for 2013/14.

We comment on the FRC consultation on executive remuneration

20 Jan 2014

We have published our comment letter on the Financial Reporting Council’s (FRC's) consultation on whether to amend the UK Corporate Governance Code (“the Code”) to address a number of matters related to executive remuneration. We fully support the FRC’s position that changes should only be made to the Code where there is strong evidence demonstrating the need for change.

Deloitte comment letter on the FRC consultation on executive remuneration

20 Jan 2014

We have published our comment letter on the Financial Reporting Council’s (FRC's) consultation on whether to amend the UK Corporate Governance Code (“the Code”) to address a number of matters related to executive remuneration. We fully support the FRC’s position that changes should only be made to the Code where there is strong evidence demonstrating the need for change.

ICAEW responds to the FRC’s request for comments on Directors’ Remuneration

24 Dec 2013

The Institute of Chartered Accountants in England and Wales (ICAEW) has responded to the Financial Reporting Council’s (FRC’s) request for comments on Directors’ Remuneration.

Governance in brief — 2013 holiday briefing on the latest governance developments

20 Dec 2013

This publication from Deloitte provides a summary of the latest corporate governance developments for the 2013 reporting season.

Listing rules: Changes to remuneration disclosure requirements

13 Dec 2013

The Financial Conduct Authority (FCA) has today issued a policy statement (PS13/11) outlining changes to the remuneration reporting requirements currently included in Chapter 9.

ABI and NAPF issue guidance for companies on directors' remuneration

13 Dec 2013

The Association of British Insurers (ABI) and National Association of Pension Funds (NAPF) have recently published statements of principles that they expect companies to consider when setting remuneration policies, as part of the implementation of the recent changes to the UK directors' remuneration reporting regulations. The principles set out complement the guidance published by the GC100 and Investor Group in September 2013 on implementing the revised legislation.

Stay Tuned Online — IFRS and UK GAAP update November 2013

09 Dec 2013

The following topics are covered in the November 2013 webcast: 1 - findings from our 2013 annual reporting survey, 2 - changes to IFRS 9 – hedge accounting, 3 - year-end reminders, including narrative reporting and 4 - latest IFRS and UK GAAP developments.

Stay Tuned Online – IFRS and UK GAAP update

09 Dec 2013

The Deloitte London IFRS Centre of Excellence is running a series of hour-long Internet-based financial reporting updates, aimed at helping finance teams keep up to speed with IFRSs and other financial reporting issues. The November 2013 webcast is now available.

The Bruce Column — How Annual Reports and best practice are evolving

31 Oct 2013

Our regular resident columnist, Robert Bruce, takes a look at the latest survey of annual reports and change in company reporting.

A new beginning — Annual report insights 2013

31 Oct 2013

Deloitte’s publication ‘A new beginning – Annual report insights 2013’ is based on a survey of 100 listed UK companies’, looking at the structure and contents of their 2012/13 annual reports. Our findings, including examples of good practice and tools to help preparers of accounts, are discussed in this publication.

Governance in focus: The 2013 audit committee reporting season: New rules or a new regime?

30 Oct 2013

Very significant changes have been introduced for 30 September year ends onwards and some of the key elements have only been finalised very late in the day. In addition, the Competition Commission’s final report, issued earlier this month, will require a shareholder vote on whether the Audit Committee Report is satisfactory with effect from the last quarter of 2014. This will enhance the visibility of the role and work of the Audit Committee as a whole and the Chair in particular. In this Governance in focus we provide a summary of the changes facing boards, audit committees and auditors and how they will impact the 2013 audit committee reporting season; we provide observations on early adopters and we also outline a framework for the new style audit committee report.

Governance in brief: FRC consultation on directors' remuneration

07 Oct 2013

This publication from Deloitte discusses the Financial Reporting Council's (FRC's) consultation on whether to amend the UK Corporate Governance Code to address a number of matters relating to executive remuneration.

FRC publishes consultation on executive remuneration

02 Oct 2013

The Financial Reporting Council (FRC) has today published a consultation on whether to amend the UK Corporate Governance Code (“the Code”) to address a number of matters relating to executive remuneration. Comments are requested in writing by 6 December 2013.

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