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 >

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 >

Could negative bonuses be the future of variable pay for executives? Have a discussion about pay, and in particular executive pay, and invariably someone will raise the idea of “negative bonuses”. The concept is simple, if bonuses are meant to be a reward for delivering a performance that is above and beyond what is expected,…

June 25, 2019 Read more >

Update on the changes to the taxation of termination payments Background A series of reforms have been introduced to the taxation of termination payments from 6 April 2018 following technical consultation. Although the reforms started out as simplification measures, they now “clarify and tighten” the taxation of such payments. In other words, the legislative changes…

June 25, 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 >

Top Dogs and Fat Cats This new book from the Institute of Economic Affairs was published on 8 May 2019. It is a collection of essays on executive pay, providing fascinating insights into the nature of high pay and making a compelling contribution to one of today’s most contentious issues. The book is edited by…

May 29, 2019 Read more >

The effect on NEDs of proposed reforms to IR35 Some non-executive directors (NEDs) also provide consulting services to the companies on whose boards they sit and to others. How will the proposed changes to IR35 affect the provision of those consulting services? HMRC published a consultation paper Off-payroll working rules from April 2020 on 5 …

May 29, 2019 Read more >

Creating successful bonus structures – five things to think about Whether you think in these terms or not, the way a company sets up, manages and then settles its bonus plans will have a direct impact on the behaviour of people within the organisation. Here are five thinking points in respect of creating successful bonus…

May 29, 2019 Read more >

MM&K hosted its annual golf day on 21st May again at Hankley Common Golf Club in Surrey. We were pleased to have 22 clients and friends of MM&K come and join us to play a well contested four ball competition in the morning. Some hardy souls managed to play more golf in the afternoon after…

May 22, 2019 Read more >