Government papers: Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019
The revised regulations implement Articles 9a and 9b of European Directive 2017/828/EC1, commonly known as the Revised Shareholder Rights Directive. The regulations apply to company reporting on financial years starting on or after 10 June 2019.
Key changes to the reporting requirements include:
- Remuneration reports must compare the annual change of each director’s pay to the annual change in average employee pay, over a rolling five year period;
- Reports must show the split of fixed and variable pay for each director, as two additional columns to the existing ‘Single Figure’ table;
- Reports must set out any changes made to share options granted or offered and the main conditions for the exercise of these rights including the exercise price and date, compared to the previous year.
- Additional detail must be provided in remuneration policies on when shares indicatively awarded to directors may be granted or exercised, in particular provide information on vesting periods, and on any holding or deferral periods;
- Remuneration policies must set out the decision-making process through which it has been determined, and highlight key changes compared to the previous policy;
- The date and results of shareholder votes on directors’ remuneration policies should be put on company websites as soon as reasonably practicable. If the company loses the shareholder vote on the policy, it must bring a revised policy to another vote within a year.
