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Directors' Remuneration Report

Plan. Prepare. Report.

Directors’ pay policy and disclosure: your unique compliance guide

Updated for 2023 reports and the 2024 AGM season

Here’s a valuable, simple to use, online guide to help you put together your directors’ remuneration report. Many of the issues facing companies in 2022 continued into 2023: any remaining impact of the pandemic, the Ukraine war, energy price fluctuations, inflation, and ongoing cost of living crisis meant continuing economic uncertainties. 
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 for 2023 reports and the 2024 AGM season, incorporating investors’ updated guidelines, and the increased focus on ESG factors and enhanced disclosures.

It also considers:

  • The remuneration changes in the revised Corporate Governance Code. Although these only apply from 2025 financial years and hence in 2026 reports, companies should be planning ahead; and
  • Investors’ evolving views on pay structures in view of the ongoing debates  on the competitiveness of the UK listing environment and UK remuneration practices.

 

The 2024 AGM season may well be challenging, with continued scrutiny from investors and proxy advisors looking for fairness in executive pay and alignment with the stakeholder experience.

In preparing implementation reports for 2023 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.

The online guide consists of the following sections

DRR Home page thumbnail

Directors' Remuneration Report

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DRR 2022 report

2023 reports and planning for 2024

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DRR Sources thumbnail

Sources

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DRR Overview thumbnail

Overview of how the rules work

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DRR Remuneration thumbnail

Remuneration Policy

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DRR Implementation thumbnail

Implementation Report

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DRR Single Figure Table thumbnail

Single Figure Table details

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DRR CEO Employee thumbnail

CEO: UK employee pay ratios

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DRR Sources thumbnail

Legislation and Guidance

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  • Directors Remuneration Report

    An introduction to the online guide and what it covers

    Directors Remuneration Report
  • 2023 reports and planning for 2024

    Details of the issues to consider on executive pay for preparing 2023 reports and planning 2024 pay

    2023 reports and planning for 2024
  • Sources

    List of and information on the legislation and guidance which the Guide covers

    Sources
  • Overview

    Details of how the remuneration rules apply to companies

    Overview
  • Remuneration Policy

    The remuneration policy – detailed rules and commentary

    Remuneration Policy
  • The implementation report

    The implementation report – detailed rules and commentary

    The implementation report
  • Single Figure Table details

    Details of what goes where in the single figure table disclosure of directors’ pay, plus sources and commentary

    Single Figure Table details
  • CEO: UK employee pay ratios

    A step by step guide to producing the ratios table disclosure, including explanation and sample prescribed narrative

    CEO: UK employee pay ratios
  • Legislation and Guidance

    Links to the legislation and guidance covered in the Guide

    Legislation and Guidance

You can also download a print-friendly version of the guide to keep and /or print selected sections of the guide.

For more information on how to access the guide, contact us.

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