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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

GC100 and Investor Group issues guidance on Directors’ Remuneration

12 Sep 2013

The GC100 and Investor Group has today published guidance (the ‘guidance’) to assist directors of listed companies to apply the directors’ remuneration report requirements set out in The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (the “regulations”).

The Strategic report - Unlisted companies

11 Sep 2013

This publication explains the impact of the new narrative reporting regulations for unlisted companies and lays out the minimum requirements that must be met in respect of the new strategic report, as well as highlighting some thoughts for better practice. A summary of the key requirements applicable to unlisted companies is also included.

The Bruce Column - A time of change, and of opportunities

10 Sep 2013

The draft guidance on the strategic report suggests that companies will be encouraged to experiment and be innovative in their corporate reporting. Our regular resident columnist, Robert Bruce, reports on how communication of the corporate story is now centre stage. And how the launch of UK Accounting Plus will help this process.

Listing Rules: Changes to remuneration disclosure requirements

30 Aug 2013

The Financial Conduct Authority (FCA) has issued a consultation document which proposes changes to the remuneration reporting requirements currently included in Chapter 9.

Approval of narrative reporting and directors' remuneration regulations

07 Aug 2013

The narrative reporting and directors' remuneration regulations have now been approved without further amendment. The regulations come into effect for periods ending on or after 30 September 2013.

Stay Tuned Online – IFRS and UK GAAP update

05 Aug 2013

Deloitte 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 July 2013 webcast is now available.

Stay Tuned Online — IFRS and UK GAAP update July 2013

05 Aug 2013

The topics covered in the July 2013 webcast include: 1 - a round up of UK corporate reporting news, including the following items which apply for September 2013 year ends - the new narrative reporting regulations, which require companies to prepare a strategic report and the new regulations that overhaul the reporting of directors’ remuneration, 3 - the IASB’s exposure draft on accounting for leases and 4 - other IASB developments.

The new remuneration report: Disclosure regulations

30 Jun 2013

This publication from Deloitte (UK) provides provides greater detail to that contained within the 'Need to Know' and 'Governance in brief' publications on the new directors' remuneration report regulations issued by the United Kingdom Department for Business, Innovation and Skills (BIS) which will come into force for periods ending on or after 30 September 2013. The guidance is targeted at remuneration committee members to help them prepare for the 2014 remuneration report and the binding vote.

Governance in brief: Directors' remuneration report - new regulations laid

26 Jun 2013

This publication from Deloitte (UK) discusses the new directors' remuneration report regulations issued by the United Kingdom Department for Business, Innovation and Skills (BIS) which will come into force for periods ending on or after 30 September 2013. Whilst this publication contains similar information to the 'Need to Know' publication, it is primarily for Non-Executive directors.

Need to Know - New directors' remuneration report regulations laid before parliament

26 Jun 2013

This publication from Deloitte (UK) discusses the new directors' remuneration report regulations issued by the United Kingdom Department for Business, Innovation and Skills (BIS) which will come into force for periods ending on or after 30 September 2013.

New directors’ remuneration report regulations laid before Parliament

26 Jun 2013

New directors’ remuneration report regulations issued by the United Kingdom Department for Business, Innovation and Skills (BIS) have now been finalised and laid before the UK Parliament for approval. The regulations, which apply for quoted companies, completely change the requirements for the contents of the directors’ remuneration report and include some significant new disclosures, particularly a ‘single figure’ for the remuneration of each director. They come into effect for periods ending on or after 30 September 2013.

UK 'lab' publishes report on remuneration

05 Mar 2013

The United Kingdom Financial Reporting Council (FRC) has published another project report from its Financial Reporting Lab. The report on 'Reporting of pay and performance’ focuses on the UK draft reporting regulations on remuneration.

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