In its response to the FRC consultation, the ICAEW comments that "the Corporate Governance Code is not the right place to deal with specific requirements on directors’ remuneration" since the Code is implemented on the comply-or-explain basis and is therefore "not the right tool to supplement legislative requirements".

The ICAEW also comments:

The Code sets out a principles-based corporate governance framework. It has never been intended to repeat or mirror law and regulation.  Changes to the Code should therefore take place only when this is to change the scope or substance of the corporate governance framework.  An increasing number of specific requirements could irrevocably damage the balance and overall integrity of the Code.

The response also encourages the FRC to allow time for the new legislative requirements around directors’ remuneration to bed in and for practice to develop. For example, the ICAEW comments that the new requirement on shareholder voting on forward-looking remuneration policies "could affect remuneration policies significantly" when used in conjunction with other shareholder rights such as annual votes on directors’ reappointment.

The full comment letter and detailed responses to all of the questions raised in the FRC consultation can be found on the ICAEW website.