The social cost of failed stewardship “Eye-watering and unjustified CEO pay packages are corrosive of trust in business and threaten to undermine the public’s support for the way our economy operates.” That’s the conclusion of Rachel Reeves MP, Chair of the Business, Energy and Industrial Strategy (BEIS) Committee following publication of the Committee’s Eighteenth Report […]

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Micro Focus: Transaction-based award resulting in excessive pay

AGM Update: Following the 29 March AGM, Micro Focus disclosed that the Remuneration Report was defeated with a 50.4% vote against – on a non-binding basis.   Shareholders have become accustomed to the concept of pay for performance, but pay for transactions rarely attract the same level of scrutiny. Micro Focus International plc (LON: MCRO) […]

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Lonmin plc’s major shareholder opposing KPMG’s re-appointment

Audit-related voting dissent still rare When it comes to audit-related voting, shareholders have traditionally paid less attention to audit issues than other governance issues. Using Minerva’s VoteWatch module, this week we’re looking at two topical cases: Lonmin plc and SIG plc. At platinum mining group Lonmin plc’s 2018 AGM 49.2% of the shareholder ballot withheld […]

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Blue Prism Group: LTIP structure around performance shares award

Blue Prism Group is overhauling its remuneration structure for the coming year with an increase in pay opportunity and the introduction of new long-term incentive awards. As Blue Prism is listed on AIM the company is not required to put its forward-looking remuneration policy to shareholders for approval, although they are offered a non-binding vote […]

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AIM & remuneration disclosure: still room for improvement

AIM & remuneration disclosure: still room for improvement Unlike their main market peers, AIM companies are not obliged to follow the detailed legislation surrounding executive pay practice. After AIM Rule 26 was changed in March 2018, they now just have to disclose which governance code they follow. For many, that will be the QCA Governance […]

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UK External Board Evaluation

Board evaluation: new research identifies opacity and market concentration concerns Board evaluation, if done correctly, provides a vital tool for directors to strengthen board effectiveness. It provides an opportunity for boards to review its skills and experience; its composition and processes; and its activities and behaviours. Whether conducted internally or externally, regular board evaluations is […]

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Sage Group: New remuneration policy in response to strategy focus

Sage Group: pensions down, shareholdings up FTSE 100-listed accountancy software provider Sage Group plc holds its 2019 AGM on 27 February at which a new remuneration policy will be put to the shareholder vote. The policy was last approved at the 2016 AGM and received 97% shareholder support. Sage’s Remuneration Committee has highlighted three key […]

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Board chair tenure – how will companies respond? FTSE 250-listed food retail company SSP Group holds its AGM on 21 Feb 2019 and shareholders may have noticed that the board chair, Vagn Sørensen has served on the Board since June 2006. The new UK Corporate Governance Code, however, states that the chair should not serve […]

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Women on FTSE 350 boards still to hit 33% target

Board Diversity: SEC Clarifies Reg S-K Disclosures The staff of the US Securities and Exchange Commission (SEC) has issued two new Compliance & Disclosure Interpretations (116.11 & 133.13) focussing on how companies should consider board diversity in their Regulation S-K disclosures. The interpretations clarify when “self-identified diversity attributes” of directors and director nominees should be disclosed in […]

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SEC Securities & Exchange Commission

As the SEC returns to work after the shutdown, Commission chairman, Jay Clayton has started to lay out his departments work for the coming year. During a conference call with the Investor Advisory Committee, (Thurs 6 Feb 19) Clayton announced that fellow Commissioner Elad L Roisman has agreed to take on the proxy plumbing brief. […]

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