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2018 has been, probably, the most eventful year in UK history on remuneration governance. The year saw the culmination of the Government’s wide initiative on corporate governance reform, with a revised UK Corporate Governance Code published by the FRC in July and new corporate disclosure regulations approved by Parliament in June. This was supplemented by…

September 27, 2018 Read more >

On Thursday 13th September, the SEC rescinded two guidance letters from 2004 in a move that will potentially reduce the influence that ISS has on, among other things, Say-on-Pay votes. These guidance letters informed investment managers that outsourcing their proxy voting decisions to proxy advisors would satisfy their obligations as fiduciaries to vote their shares…

September 17, 2018 Read more >

On 30 August the Investment Association published its analysis of voting in the 2018 AGM season. Company resolutions are added to the register if they fail to achieve an 80% vote in favour. The picture is rather confused. For all listed companies the number of resolutions not achieving the hurdle dropped from 68 in 2017…

August 30, 2018 Read more >

Which companies do the pay ratio requirements apply to? Quoted companies (not AIM companies) with >250 UK employees (average no. over the financial year). This includes all UK employees who have a contract of service with the company, regardless of hours worked, although it is the FTE pay figure that is used. The draft regulations…

August 29, 2018 Read more >

On 11 June the Government put before Parliament a substantial and important statutory instrument, “” (2018  Regulations) which gives effect to a wide range of corporate governance reporting improvements that BEIS has been working on ever since its Corporate Governance Green Paper of 29 November 2016 .  These make several amendments to existing disclosure regulations,…

July 16, 2018 Read more >

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 was issued on 16 July. The style of…

July 16, 2018 Read more >

The Quoted Companies Alliance (QCA), has also been revising its Code and made radical changes (the number of Principles has been reduced from 12 to 10). The Code was issued on 25 April. It is considered to be more flexible than the UK Code and more suitable for smaller companies.  The existence of the two codes…

July 16, 2018 Read more >

On 11 June 2018, MM&K hosted one of its regular dinners for Company Chairman, Non-executive Directors and Chief Executives. The topic for discussion at the dinner was “making executive bonus plans more effective”. A note of the discussion (which was held under the Chatham House Rule) can be accessed here. In preparation for the dinner,…

June 12, 2018 Read more >

Please click here for the notes from our 11 June 2018 MM&K Remuneration Dinner for Chairmen, CEO’s and Remuneration Committee Chairs. The theme for discussion was: “Bonus plans and how to make them better”

June 12, 2018 Read more >

It was announced today by the Department of Business, Energy and Industrial Strategy (BEIS) that legislation would be laid before Parliament which states that larger UK Listed companies (with more than 250 employees) be required to publish annually the pay difference between the Chief Executive and staff, including an explanation of this difference. To read…

June 11, 2018 Read more >

The UK Corporate Governance Code states that long-term incentive plans (LTIPs) must include provisions to enable the company to withhold payments to participants in specified circumstances. It is now common for LTIP Rules to allow the Remuneration Committee to apply these ‘malus’ provisions and also to ‘claw back’ the benefit of awards which have already…

June 5, 2018 Read more >

Annual share plan returns for the tax year ended 5 April 2018 must be submitted online to HMRC no later than 6 July 2018. Returns must be made for the tax-advantaged share plans – SIP, SAYE, CSOP and EMI – and also for unapproved share plans. Items to be reported include grants of share options…

June 1, 2018 Read more >

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