GC100 and Investor Group

Guidance on directors' remuneration reporting

"In 2013, new UK regulations gave shareholders a binding vote on companies’ remuneration policies, and introduced a range of new disclosures such as the 'single total figure' of directors' pay. The Directors’ Remuneration Reporting Guidance published by the GC100 and Investor Group (Group) alongside the new regulations was designed to assist companies and their investors in the interpretation of the regulations. It is recognised that the binding vote, and the accompanying disclosures, have been successful in increasing the number of interactions and engagements between companies and their investors. Indeed, many investors have used the engagements on remuneration matters as an opportunity to raise wider governance and ESG matters.

The Group is mindful that the guidance needs to evolve with changing best practice, while also providing clarity and direction on areas of confusion or contention. The approaching end of the first three-year cycle of shareholder-approved remuneration policies provided an opportunity to conduct a thorough review of the document. Responses to a wide-reaching consultation process showed that, in large part, the guidance remained relevant and fit-for-purpose. However, the exercise did highlight areas requiring attention. Guidance surrounding the use of commercial sensitivity as a basis for not disclosing performance targets has been expanded. Greater clarity has been given on the matter of remuneration committees exercising discretion. In addition, it was recognised that the guidance on disclosure of maximum remuneration could be tightened in line with the regulatory intent.

While the Group is confident that these revised guidelines will continue to be a useful aid for both companies and investors, we intend to review the document on a regular basis to ensure it remains relevant and useful.”

Geof Stapledon, Vice President Governance, BHP Billiton

Ian Burger, Head of Corporate Governance, Newton Investment Management Limited

Co-chairs, GC100 and Investor Group

Directors' Remuneration Reporting Guidance 2016

The document provides guidance on the Directors’ Remuneration Reporting Regulations 2013.The aim of the guidance is to assist companies in seeking to satisfy the reporting requirements prescribed by the Regulations. The original version of the guidance was published on 12 September 2013 and republished with minor amendments on 14 October 2013. The Group was reconvened during 2016 for the purpose of conducting a review of the original version of the guidance and, following its review, an updated version of the guidance was published on 15 August 2016.

The original version of the guidance (as amended on 14 October 2013) which is now superseded is available on the History page of this website.

GC100

Steve Allen

Steve Allen, BG Group/Shell (Company Secretary and Deputy General Counsel, Group)

Victoria Whyte

John Beadle, Rio Tinto London (Global Head of Performance & Reward, Organisational Resources)

Grant Dawson

Grant Dawson, Centrica (General Counsel and Company Secretary)

Tonia Lovell

Tonia Lovell, Unilever (Group Secretary and General Counsel Corporate Governance)

Geof Stapledon

Geof Stapledon, BHP Billiton (Vice President Governance)

Susan Swabey

Susan Swabey, Smith & Nephew (Company Secretary)

Victoria Whyte

Victoria Whyte, GlaxoSmithKline (Company Secretary)

Corporate Governance Forum

Chris Anker

Chris Anker, RPMI Railpen (Investment Manager – Sustainable Ownership)

Angeli Benham

Angeli Benham, Legal & General Investment Management (Corporate Governance Manager)

Ian Burger

Ian Burger, Newton Investment Management Limited (Head of Corporate Governance)

Vineet Chhibber

Vineet Chhibber, J.P. Morgan Asset Management (Vice President, Corporate Governance)

Frank Curtiss

Paul Emerton, Old Mutual Global Investors (Head of UK Stewardship & Governance)

Andrew Ninian

Andrew Ninian, The Investment Association (Director, Corporate Governance and Engagement)

Rebecca Vine

Rebecca Vine, Fidelity International (Associate Director, Corporate Governance)

Contact

Caroline Pearce

Caroline Pearce, Secretary, GC100 and Investor Group

Practical Law provides legal and secretariat support to the GC100 and Investor Group.

To submit feedback on the guidance, please contact Caroline Pearce at Practical Law.

The GC100 and Investor Group was originally convened in 2013 to develop guidance on directors’ remuneration reporting and published the original version of the Group’s Directors’ Remuneration Reporting Guidance on 12 September 2013, a link to which is available on this page together with links to the Group’s statements made on 18 December 2014 and 10 December 2015 relating to such guidance. The original version of the guidance published in 2013 has now been superseded by the updated version of the Group's Directors' Remuneration Reporting Guidance published in 2016 which is available on the home page. There is situated below a statement of the founding Co-chairs of the GC100 and Investor Group relating to the original version of the guidance published in 2013.

"The UK government has introduced a new framework that will give shareholders a binding vote on a company’s directors’ remuneration policy and require companies to communicate clearly how their policies are being implemented. In doing so, the government recognised that these proposals needed to be supplemented by best practice guidance to assist companies and their shareholders to implement them successfully. Representatives of the GC100 and the Corporate Governance Forum convened the GC100 and Investor Group to develop this guidance.

"We have endeavoured to establish guidance on remuneration reporting, which is seen by both investors and companies as “best practice”. However, it is not intended to be exhaustive or definitive, nor should it prohibit or preclude innovation in reporting."

David Jackson, Company Secretary, BP plc

Guy Jubb, Head of Governance & Stewardship, Standard Life Investments Limited

Founding co-chairs, GC100 and Investor Group

The founding members of the GC100 and Investor Group can be viewed here.

ARCHIVED DOCUMENTS

Directors’ Remuneration Reporting Guidance 2013 (superseded)

The original version of the guidance which was published on 12 September 2013 and republished with minor amendments on 14 October 2013 (above) has been superseded by the updated version of the guidance published in 2016 which is available on the home page.

2015 Statement

2014 Statement

Regulations

Directors' Remuneration Reporting Regulations 2013

The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013.

Contact

Caroline Pearce

Caroline Pearce, Secretary, GC100 and Investor Group

Practical Law provides legal and secretariat support to the GC100 and Investor Group. To submit feedback on the guidance, please contact Caroline Pearce at Practical Law.

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