Here’s a valuable, simple to use, online guide to help you put together your directors’ remuneration report. Many of the issues previously facing companies still apply and look set to continue: geopolitical tensions, energy price fluctuations, inflation, and cost of living impact mean continuing economic uncertainties. At the same time, it is a changing environment for director pay. There is greater acknowledgment that the UK remuneration framework must allow UK listed companies to compete on a level playing field in the global market for talent.

This guide enables users to get to grips quickly and easily with the complex and fast-changing topic of pay for directors of quoted companies.

Why use this guide?

This is an essential knowledge and training guide as well as a practical guide to the law and practice in this area.

By using this guide, companies which need to manage their legal spend carefully can do a first compliance review “in-house”, reducing the level of review required by external lawyers.

This guide has now been updated to May 2025, for 2024 reports and the 2025 AGM season. It incorporates changes to the directors’ pay legislation, investors' updated guidelines, the 2024 Corporate Governance Code, and the continued focus on enhanced disclosures. It also considers investors' evolving views on pay structures, including on quantum and benchmarking and use of discretionary powers. 

The 2025 AGM season may well be challenging. There are likely to be greater expectations on shareholder engagement and disclosures, continued scrutiny from investors and proxy, and the having to balance fairness with flexibility in executive pay. 

In preparing implementation reports for 2024 and new policies, and reviewing pay packages, potential bonuses and vestings, remuneration committees need to ensure, more than ever, that they have a thorough understanding of stakeholder perspectives, full information, and the appropriate powers and support to carry out their functions.

There is a plethora of rules around both design and disclosure of directors’ pay: legislation, industry and government guidance, market practice and investors’ expectations. In addition, part of the remuneration report has to be audited.