Updates to the GC100 Directors’ Reporting Guidance for 2019 The GC100 is an industry group for general counsels and company secretaries working in FTSE 100 companies. As part of their work, they produce the “GC100 Directors’ Remuneration Reporting Guidance”. The Guidance is a useful tool for anyone in a mid-sized or large listed company who…

August 28, 2019 Read more >

Government response to BEIS Select Committee The Business, Energy and Industrial Strategy Committee of the House of Commons (the BEIS Select Committee) published on 26 March a further report on Executive Rewards.  It contained 16 recommendations to Government. The Government’s response to the report (HC2306) was published on 13 June The Select Committee comprises six…

July 29, 2019 Read more >

2019 Global Trends in Corporate Governance– progress update GECN is a group of independent firms, specialising in advising corporate clients on executive compensation and good governance. GECN member firms have offices in London, Geneva, Zurich, Kiev, Singapore, Melbourne, Sydney, Los Angeles and New York. MM&K has been the UK member firm since 2015 For a…

July 29, 2019 Read more >

Green Finance Strategy will increase companies’ disclosure requirements On 2 July 2019, the UK Government published its Green Finance Strategy: Transforming Finance for a Greener Future, which is intended to ensure that “our financial system is robust and agile enough to respond to the profound challenges that climate change and the transition to a clean…

July 25, 2019 Read more >

Loans from EBT – recent HMRC developments on disguised remuneration schemes Disguised remuneration schemes include tax avoidance arrangements that seek to avoid Income Tax and National Insurance contributions (NICs) by paying scheme users their income in the form of loans. Typically, the loans will have come from a “third party” such as an Employee Benefit…

July 20, 2019 Read more >

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 >