Wragge Lawrence Graham & Co

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Guidance published on the implementation of the new directors' remuneration regime for quoted companies

The GC100 and Investor Group has published guidance on how the new directors’ remuneration regime for quoted companies, which came into force on 1 October 2013, is to be implemented. The new regime aims to make reporting more transparent to shareholders and investors by requiring quoted companies to communicate clearly to investors how their policies are being implemented.

The new regime, set out in chapter 4A of the Companies Act 2006 and the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, will apply to UK incorporated quoted companies. It has two key elements: a requirement that companies may only remunerate directors in line with a policy that has been approved in advance by its shareholders; and an annual remuneration report that includes implementation of remuneration policy over the coming financial year and is subject to an advisory vote.

The first element of this revised regime certainly presents a challenge for all quoted companies. They will now be unable to pay their directors without a remuneration report approved by an ordinary resolution of shareholders. The much needed guidance has been issued in an attempt to clarify the requirements that all quoted companies will be expected to follow…

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