Reporting Reinforcement: FRC Issues Stewardship and Remuneration Guidance
14 November 2025
The UK Financial Reporting Council (FRC) has published three new sets of reporting guidance, two focused on stewardship code reporting ahead of the update to the UK Stewardship Code in 2026 and the other on non-executive director (NED) remuneration.
Key Client Takeaways:
UK FRC Issues Multiple Guidance Updates
- The FRC has released three sets of guidance during the last fortnight: two focused on preparing for the 2026 UK Stewardship Code update and one on non-executive director remuneration.
Practical Support for Stewardship Signatories
- The FRC’s new report published this week provides “practical insights and examples of effective reporting” to help asset owners, asset managers and service providers align with the updated code as it comes into effect next year.
Minerva Analytics’ Continued Stewardship Commitment
- Minerva Analytics has been a stewardship code signatory for three consecutive years. We support asset owners and asset managers with proxy voting services and we also provide offerings such as our Stewardship Code Gap Analysis, helping clients identify compliance gaps and areas for improvement.
This week, the FRC issued a report to help stewardship code signatories “prepare for streamlined reporting requirements under the new Code”. The document offers “practical insights and examples of effective reporting” to the 2020 stewardship code to help asset owners, asset managers and service providers transition to the updated code’s new streamlined reporting structure. The report followed the FRC publishing guidance to support stewardship code reporting at the end of last month, as well as launching guidance on NED remuneration to “support good governance” last week.
To help smooth the transition, 2026 will operate as a transition year, with existing signatories maintaining their status provided they submit their first report to the updated code during their usual application window in 2026. Throughout 2026, the FRC intends to continue to engage with signatories to support their transition to reporting against the updated UK Stewardship Code. The first applications to the updated code are set to be accepted in Spring 2026. The current edition of the code has been in place since 2020, with that being the first update since the code was initially introduced in 2010.
How Minerva Analytics Can Help
UK FRC Stewardship Guidance Updates
- Stewardship reporting is moving from compliance reporting to strategic differentiator.
Practical Support for Stewardship Signatories
- Talk to us about how the Minerva team can help you navigate these changes; our expert gap analysis and bespoke stewardship support are designed to keep you ahead of evolving regulatory expectations.
Minerva Analytics intends to publish a briefing examining the key changes in the 2026 UK Stewardship Code and their implications next month, followed by a webinar early in 2026.
The 2026 code will introduce a two-part reporting model that differentiates reporting on policies from activities. Signatories will submit a Policy and Context Disclosure every fourth year or when there are significant changes at the applicant, while an annual Activities and Outcomes Report will demonstrate how they have applied the code’s principles in practice. The revised code includes dedicated principles for different types of signatories, including asset owners and asset managers, and also introduces new specific principles for proxy advisors, investment consultants and engagement service providers.
As reported by Minerva Analytics, the principle impacting proxy advisors will require them to explain how they “ensure the quality and accuracy of their research, recommendations and voting implementation”. This will also encompass proxy advisors explaining how they have developed their benchmark voting policy or standardised policies, including how they have engaged with clients and others to inform their development. Proxy advisors will additionally have to detail which stakeholders they have engaged with and how, and in what circumstances the engagement has occurred, including where stakeholders have requested engagement.
Sarah Wilson, CEO at Minerva Analytics, previously said that “The separation of service providers into different segments is as unhelpful as it is curious”, adding that “pigeonholing service providers this way just doesn’t reflect today’s reality [and] certainly doesn’t encourage competition and diversity”.
Minerva Analytics was named as a signatory of the UK Stewardship Code for 2025 in August, retaining its status for a third consecutive year. Minerva has been a voluntary signatory to the FRC Stewardship Code since it was launched in 2010, reflecting the organisation’s longstanding commitment to responsible investment and good stewardship.
Minerva Analytics again intends to be a stewardship code signatory next year, reporting under the new requirements set by the FRC’s updated code.
During the last few years, Minerva Analytics has been supporting asset managers and asset owners in preparing for their Stewardship Code submissions by offering a comprehensive Stewardship Code Gap Analysis. This service maps disclosures provided by the client in its latest annual report FRC’s UK Stewardship Code principles. This provides a clear view on areas where the client has failed/potentially fails to comply with the requirements of the code as well as areas for potential improvements.
The FRC additionally published guidance to support stewardship code reporting at the end of October. The FRC described the guidance as “optional and not prescriptive”, showcasing suggestions for the types of information organisations may wish to include in their reporting to help explain their approach to stewardship. The FRC stated that it “reflects the flexible nature of the UK Stewardship Code, which recognises that organisations differ in size, structure, and investment strategy, and so exercise stewardship in different ways”.
“It’s encouraging to see direct references to systemic risks maintained within the guidance – including opportunities for signatories to show how they identify and respond to these risks – backed up by examples of how this can be done in practice, said Oscar Warwick Thompson, Head of Policy and Regulatory Affairs at the UK Sustainable Investment and Finance Association.
“The guidance also appears to usefully differentiate between alternative forms that investor engagement can take,” he added. “We hope to see the finalised guidance help reinforce expectations under the revised Code on the importance of a high-quality standard for investor stewardship practice and stewardship reporting.”
The UK Stewardship Code was named by the Institutional Investors Group on Climate Change in August as being a framework the EU could use to create a new bloc-wide stewardship code to enhance coherence and reduce fragmentation between member states and internationally, as reported by Minerva Analytics.
The guidance covers both the Policy and Context Disclosure, and the Principles of the Activity and Outcomes Report. The Policy and Context Disclosure provide essential background to the information in the annual Activities and Outcomes Report. The ‘disclosure requirements’ set out the information the FRC expects organisations to provide under each Disclosure. The Activities and Outcomes Report focus specifically on stewardship activities conducted during the year and their outcomes. An ‘outcome’ does not necessarily have to be a stewardship activity which has successfully concluded during the reporting period.
The FRC’s updated guidance on the remuneration of NEDs is part of its regular updates to the guidance supporting the UK Corporate Governance Code 2024. However, the council stressed that the guidance does not change the code itself but rather “makes clear the existing principle of comply or explain provides companies with flexibility to structure NED remuneration”.
The FRC said that the update “provides clarity” on how companies can structure NED remuneration, “recognising that companies may encourage non-executive directors to build personal shareholdings to foster alignment with shareholders and reinforce long-term commitment, whilst emphasising that any approach must be tailored to the specific circumstances of each company”.
Richard Moriarty, CEO of the FRC, said that the update “reinforce[s] that companies can take varied approaches to structuring remuneration, provided they preserve director independence and are transparent with shareholders about their decisions”. He added that “one size doesn’t fit all so good governance is about finding the right approach for your company”.
Struggling with Stewardship Code Reporting?
Minerva is here to help. We support Asset Owners and Managers with targeted Stewardship Gap Analysis – pinpointing where compliance with the code falls short and guiding you back on track.
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Last Updated: 14 November 2025