CIPP Payroll: need to know 2019-20

The CIPP policy team has produced a short webcast which provides an overview of the CEO pay ratio reporting requirements.

The CIPP also run an online course aimed at payroll co-ordinators, payroll managers, HR managers and finance professionals who have responsibility for preparing CEO pay ratios figures and/or the accompanying narrative in the annual Directors’ Remuneration Report.

The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019 The Regulations implement in part Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement. The Directive amends Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies. These Regulations contain the implementation of article 9a (right to vote on a company’s remuneration policy) and article 9b (information to be provided in and right to vote on the remuneration report), which are inserted into the Original Directive. The Original Directive applies to a company whose shares carry voting rights and are admitted to trading on a regulated market within the EEA. In the UK, the definition of “traded company” in section 360C of the Companies Act 2006 (c. 46) (“the Act”) covers this type of company. The Act and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (S.I. 2008/410) (“the 2008 Regulations”) already provide a legal framework in the UK for approval of and voting on directors’ remuneration, and this legislation currently applies to quoted companies (as defined in section 385 of the Act) which includes traded companies unless they are unquoted companies (also defined in section 385). This framework is amended by these Regulations to implement the Directive, including bringing unquoted traded companies within scope of the existing legal framework.

Geographical extent - UK

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Executive rewards: paying for success’ 28 June 2019

In a report from the Business, Energy and Industrial Strategy Committee, further recommendations are made to address the high levels of executive reward.

The report ‘Executive rewards: paying for success’ acknowledges that the Government has recently overseen the implementation of a major package of reforms to strengthen the framework within which companies set executive pay. They include the introduction of pay ratio reporting requirements and stronger UK Corporate Governance Code provisions requiring remuneration committees to engage with the wider workforce to explain how executive pay fits with wider employee pay. The Government also recently legislated through The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019 to implement the executive pay aspects of the revised Shareholder Rights Directive. These regulations will give shareholders further useful information that they can use to assess how rewards to directors are matched by performance and to compare the annual change in directors’ remuneration to the annual change in average employee pay over a rolling five-year period. In addition, when the recommendations made in the Independent Review of the Financial Reporting Council have been implemented, the new regulator is expected to have stronger powers to monitor and enforce companies’ compliance with relevant reporting requirements on executive pay and corporate governance. These are areas of reporting that are not fully within the scope of the regulator’s current corporate reporting review powers. These recent measures build on reforms introduced in 2013 under which public companies are required to disclose the total remuneration for each director every year and to bring forward a directors’ remuneration policy at least once every three years which is then subject to a binding shareholder vote.

The Chartered Institute of Payroll Professionals

Payroll: need to know

cipp.org.uk

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