The UK’s GC100 and Investor Group – made up of top general counsel, company secretaries and corporate governance heads at fund manager groups – has published its latest remuneration reporting guidance replacing the original version which was produced following the updating of pay disclosure regulations in 2013 which included the introduction of binding remuneration policies approved at least every three years by shareholders.

The group announced last December that it would be reviewing its guidance and making revisions if required. The key changes include:

• clarification of the remuneration committee’s use of discretion in determining remuneration outcomes;
• expanding the guidance on companies’ use of commercial sensitivity as a reason not to disclose performance measures or targets in the remuneration report and
• reinforcing that in the future policy table the maximum amount that may be paid for each component of remuneration, including salary, must be specified.

The changes outline investor expectations in these areas for example outlining situations when investors generally expect the remuneration committee to consider exercising discretion when following existing formulas might result in excessive pay and in respect to the prospective and retrospective disclosure of performance targets and measures related to short-term and long-term incentives. The revised guidance also indicates that investors and other stakeholders expect a meaningful comparator group and not a narrow group consisting of senior managers when companies use a comparator group when reporting changes in a chief executive’s remuneration.

During the 2016 peak season there were a number of FTSE 100 companies that had high levels of dissent in the shareholder vote on pay at their AGMs. In April both BP and Smith & Nephew had votes against their remuneration reports above 50%. The opposition at BP centred on the pay of its chief executive Bob Dudley, against a back drop of poor company performance – suggesting the remuneration committee could have stepped in to exercise greater discretion to limit his pay. At Smith & Nephew there was concern about the company’s incentive schemes. It had chosen not to reveal some of the targets in its long term incentive plan claiming they were commercially sensitive.

Separately the UK’s Quoted Companies Alliance (QCA), which represents small to mid-sized quoted companies, has published a guide for remuneration committees to help them set the pay of their directors and senior managers. This guide can be purchased by members and non-members of the organisation.

Last Updated: 21 August 2016