The Evolution of the Remuneration Committee: proposed changes to the UK Corporate Governance Code and recent changes to the QCA Corporate Governance Code

The Evolution of the Remuneration Committee: proposed changes to the UK Corporate Governance Code and recent changes to the QCA Corporate Governance Code
The Impact of the FRC’s proposed changes to the UK Code was the theme for the recent Remuneration Dinner held by MM&K – the latest in its series of dinners for CEOs and Non-Executive Directors. To read an overview of the evening click here. The final Code will be published in “early summer”.

The text of MM&K’s response to the FRC consultation on its proposed changes can be found here.

The Quoted Companies Alliance (QCA), has also been revising its Code. The new edition was published on 25th April. The existence of the two codes is particular relevant to AIM listed companies – under a new AIM rule, AIM companies have to declare on their website, by 28 September, which “recognised” corporate governance code they apply and to what extent, with reasons for departure. In practice the UK Code and the QCA Code are only codes emanating from the UK which could be described as “recognised”.
The new QCA code is radically changed. There is strong emphasis on the culture and values of the company; the number of Principles has been reduced to 10 from 12. Emphasis is particularly on explaining, through the annual report or the website, how the company applies the principles.
For more information regarding the new code please contact damien.knight@mm-k.com

Grant of EMI Option: current status

Grant of EMI Option: current status
In the ERS Bulletin #27 published on 4 April 2018, HMRC had stated that following the expiration of the EU State Aid approval for Enterprise Management Incentives (“EMI”) on 6 April 2018, EMI options granted in the period from 7 April 2018 until EU State Aid approval is received may not be eligible for the tax advantages associated with EMI options and instead may be treated as unapproved options. Accordingly, HMRC had advised that companies may wish to delay the grant of EMI options until fresh EU State Aid approval has been given.

As HM Treasury officials continue to work with the Commission for obtaining the fresh EU State Aid approval, current indications are that the process is likely to take a few weeks. In the meantime, it is ‘business as usual’ so far as HMRC is concerned in respect of advance assurance applications and valuation of shares in respect of the grant of EMI options. If however you really have a need to grant EMI options in the short term, please contact us and we may be able to provide some useful suggestions.

For further information contact:
Nigel.Mills@mm-k.com or Mike.Landon@mm-k.com

GDPR and Share Plans

GDPR and Share Plans
The EU General Data Protection Regulation (GDPR) is due to come into effect on 25 May 2018. The Directive may potentially have consequences for how data about employees are handled by companies and their agents. One implication which has not so far been widely publicised is that amendments may be need to the Rules and other Employee Share Plan documents. Click here for MM&K’s note on the impact this may have for companies.

Remuneration Dinner event

Remuneration Dinner event
MM&K recently held one of its regular Remuneration Dinners for CEOs and Non-Executive directors. Please click here to read an overview of the evening in which the theme for discussion was: “The Evolution of the Remuneration Committee: the impact of proposed changes to the UK Corporate Governance Code”.

The December 2017 edition of Board Walk is now available. In this issue we reflect on the Government’s stated intentions for corporate governance and director’s pay, and considers how things may evolve for UK companies.

The December 2017 edition of Board Walk is now available. In this issue we reflect on the Government’s stated intentions for corporate governance and director’s pay, and considers how things may evolve for UK companies. Download it here..