Company Law, Governance and Regulatory Matters: Incentives

This note sets out the legal, corporate governance and tax issues that arise for a company quoted on AIM operating share schemes for its employees.

An overview of corporate governance requirements for companies admitted to trading on AIM.

This note sets out the recent developments in the area of corporate governance which have shaped the existing UK corporate governance environment and will influence its future development.

Data protection law is relevant to share schemes. This practice note gives an overview of how data protection issues should be dealt with in the context of the administration of employee share schemes. The law relating to data protection is complex and is not explained in full in this note. Where appropriate, links to more detailed information are suggested.

A note on the requirements for quoted companies to produce a director's remuneration report, including details of proposed reforms in this area under the Enterprise and Regulatory Reform Act 2013 and the draft Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2012.

This note considers the issues involved in negotiating and drafting directors' service agreements, including pay and benefit provisions and how to protect the company on termination of employment. The note also deals with the regulatory framework affecting the employment terms of listed company directors.

This tracker follows the development of the remuneration code (SYSC 19A) of the Financial Conduct Authority (FCA) and Prudential Regulation Authority (PRA), and of related EU legislation. The code was originally issued by the Financial Services Authority (FSA).

Companies often establish an employee benefit trust (EBT)  to satisfy employee share options and awards. Funding an EBT to acquire shares can cause difficulties for public companies under the company law financial assistance rules.  This practice note sets out the issues and some possible solutions.

When implementing a share plan you may need to build in time to obtain shareholders' approval. This note is a quick summary of the minimum notice times. It also contains a reminder of the majority voting requirements for obtaining shareholder approval. Note that the law on notice requirements and company meetings changed on 1 October 2007.

This practice note provides an overview of the legal and tax issues arising in buyout situations from management's perspective.

This note explores the recent trend towards mutualising public services. The principal aims of this note are to explain: The relationship between mutualisation projects and other attempts to reform public services. What key steps need to be taken to implement a mutualisation project. What the main challenges are for those who seek to undertake a mutualisation project.

This tracker follows the progress of proposed amendments to the employee share schemes exemption in the Prospectus Directive.

A revised version of the FSA remuneration code came into force on 1 January 2011. Firms within the scope of the revised code need to ensure their remuneration policies and structures to comply with it. This note considers the key actions that each affected firm needs to take to comply with the revised code.

This note sets out the best practice recommendations for the composition and role of remuneration committees, and the areas of concern for non-executive directors sitting on such committees.

This calculator enables companies and their advisers to see the impact of proposed new share schemes on their share dilution headroom. Calculators such as this one are sometimes known as "modellers". The share plan calculator is an Excel spreadsheet. The accompanying user guide gives instructions for using the calculator and background information on share dilution headroom. The dilution headroom limits in the calculator are those set out in the Association of British Insurers' (ABI) remuneration principles. This tool may appear complex to those who are not familiar with Excel spreadsheets or share plan dilution modelling. To minimise the complexity as far as possible, while offering a useful modelling tool, we have restricted the range of calculations it performs. In particular, it does not calculate the dilutive effects of existing unmodelled plans. (The net commitments under existing plans are added in to the calculator manually instead.) For more information on this see the user guide. Advisers may find that their clients appreciate being sent the calculator for their own use. Those familiar with Excel will be able to adapt this calculator fairly easily to use as a tool to monitor and record a company's share dilution. Pointers on how to do this are in the user guide. Links to the calculator and the spreadsheet are set out below for access by subscribers.

This note examines the circumstances in which a non-executive director may be paid partly in shares, the methods by which such a payment can be made and the potential problems faced by a company in doing so.

This note is part of a guide to the Alternative Investment Fund Managers Directive (2011/61/EU) (AIFM Directive), written by Travers Smith LLP. The note sets out what reports and disclosures alternative investment fund managers need to make to investors and regulators. It also explains when such reports and disclosures need to be made. For an index to the AIFM Directive guide, see Practice note, A guide to the AIFM Directive: index.

This note examines the role played by an adviser to a remuneration committee and the typical areas in which independent external advice might be sought.

This practice note explains what treasury shares are and the reasons treasury shares are seldom used in practice as the source of shares for long term incentive plans (LTIPs).

This note outlines the Financial Reporting Council's stewardship code setting out good practice for institutional investors on engagement with investee companies.

This practice note considers when a prospectus is required under the Financial Services and Markets Act 2000, the available exemptions and also when a supplementary prospectus is required. It contains a table towards the end of the note setting out the prospectus requirements for certain corporate transactions including an IPO and various secondary share issues.