All change at the FRC – or is it? The Financial Reporting Council (FRC) is embarking on a transition programme to morph into the Audit, Reporting and Governance Authority (“ARGA”) accountable to Parliament, after coming under heavy fire from the Kingman Review and others, including a report by the Competition and Markets Authority (CMA) on…

July 19, 2019 Read more >

Independent board evaluation: ICSA consultation The UK Corporate Governance Code requires, for listed companies, annual evaluation of the performance of the board. The chair should consider having a regular externally facilitated board evaluation.  In FTSE 350 companies this should happen at least every three years. The Government Department for Business, Energy and Industrial Strategy (BEIS)…

June 27, 2019 Read more >

On 20 June, MM&K Chief Executive, Paul Norris made a presentation at The London Stock Exchange (LSE) to an audience of AIM companies and advisers on designing fit-for-purpose remuneration policies. He was joined by Naomi Scott-Mackie a consultant in First Flight (non-executive search) and Kieran Moynihan (Managing Partner in Board Excellence) to reinforce the message…

June 20, 2019 Read more >

Introduction Malus and clawback provisions in incentive plans were originally introduced for financial institutions, mainly in response to the financial crash in 2008.  However, they have now become common for LTIPs and executive bonuses in all sectors.  They originally applied in very limited circumstances, such as misstatement of financial results or gross misconduct by the…

June 20, 2019 Read more >

FRC publishes a guide on financial reporting for smaller listed and AIM companies The Financial Reporting Council (FRC) together with the Chartered Institute of Accountants have recently published a guide to help improve financial reporting within smaller listed and AIM quoted companies. It is specifically aimed as a guide for Audit Committee members and provides…

May 29, 2019 Read more >

Proxy advisers: proposed US regulations are misguided This is a summary of an article written by Robin Ferracone, CEO of Farient Advisors, MM&K’s US partner in the Global Governance and Executive Compensation Group (GECN). Proxy advisers, such as Institutional Shareholder Services (ISS), review company disclosures and provide cost-effective, independent research and voting recommendations to institutional…

May 29, 2019 Read more >

Gender Pay Gap – three things for businesses of any size to consider Legally, the reporting of the Gender Pay Gap (“GPG”) is only required by companies that have 250 or more employees who are based in England, Scotland or Wales. However, there are some important lessons for all organisations in respect of remuneration and the issue…

April 23, 2019 Read more >

New Directors’ Remuneration Reporting Regulations On 10 April 2019, the Government laid before Parliament a new set of revisions to the Directors’ Remuneration Reporting Regulations (DRRR or “Schedule8”). After the wholesale revision to the DRRR in 2013, the regulations remained pretty much unchanged until July, 2018. The 2018 Companies (Miscellaneous Reporting) Regulations then introduced a…

April 17, 2019 Read more >

Pending changes to Directors’ Remuneration Report Regulations On 3 March the European Commission issued new guidelines on the standard presentation of the remuneration report under Directive 2007/36/EC. This was to comply with a mandate presented in Article 9(b)6 of the 2017 revisions to the second Shareholder Rights Directive (SRD II)[1]. The guidelines are non-binding and…

March 28, 2019 Read more >

FRC consults on Stewardship Code The Financial Reporting Council (FRC) has published a consultation paper on a new Stewardship Code that sets substantially higher expectations for investor stewardship policy and practice.  The proposed changes call for higher transparency regarding institutional investors’ stewardship activities and encourages more engagement with companies.  The proposed changes have significant potential…

March 28, 2019 Read more >

The AIM Market – heading for trouble in 2019? On the face of it, things do not currently look too rosy for the AIM market. There has just been one new IPO on AIM since the turn of the year. In the same period last year, there were nine. Indeed, last year as a whole…

March 23, 2019 Read more >

Executive pensions – do you know your limits? In the past, pension benefits used to form a substantial proportion of top executives’ total remuneration.  This was not just because their entitlements were based on higher salary levels than employees generally but also because these executives had more generous percentage employer contributions or accrual rates.  Moreover,…

March 22, 2019 Read more >