Download the Turnbull Report updated version with revised guidance PDF These guidelines were put together by the Institute of Chartered Accountants at the request of the London Stock Exchange in order to inform directors of their obligations toward internal control as specified in the Combined Code. Review of the Role and Effectiveness of Non-Executive Directors Higgs Report - Download the Higgs Report PDF It was wondered, in the aftermath of the Cadbury Report, where the abundance of talented and conscientious non-executive directors that the system relied upon might come from, and this was still a subject of concern ten years later. The Higgs Report, commissioned by the UK Government to review the roles of independent directors and of audit committees, has a slightly different flavour from those preceding it, and while it too rejects "the brittleness and rigidity of legislation" it is certainly more prescriptive and firm in its recommendations, aiming to reinforce the stipulations of the Combined Code. Specifically the Report proposes that: at least half of a board excluding the Chair be comprised of non-executive directors; that those non-executives should meet at least once a year in isolation to discuss company performance a move away from the clear preference for unitary board structures displayed elsewhere ; that a senior independent director be nominated and made available for shareholders to express any concerns to; and that potential non-executive directors should satisfy themselves that they possess the knowledge, experience, skills and time to carry out their duties with due diligence. Elements of these recommendations were duly compiled by the Financial Reporting Council and released as Good Practice Suggestions from the Higgs Report PDF in June , but the bulk of the suggestions have not as yet been formally incorporated into the Combined Code though the suggested proportion of non-executive directors on the board was raised from "not less than a third" to half in the version.
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The purpose of the code is to set out best practice in determining and accounting for Directors remuneration. Detailed provisions have been prepared with large companies mainly in mind, but the principles apply equally to smaller companies. All listed companies in the UK should comply with the code to the fullest extent practicable and include a statement about their compliance in the annual report to the shareholders by their remuneration Committees or elsewhere in their annual reports or accounts.
Any areas of non compliance should be explained and justified Introduction cont. The London Stock Exchange should introduce the following continuing obligations for listed companies. An obligation to include in their annual remuneration committee reports to shareholders or their annual reports a general statement about their compliance with Section A of the Code which should also explain and justify any area of non compliance.
A specific obligation to comply with the provisions in Section B of the Code which are not already covered by existing obligations and with provision C 10 of the Code, subject to any changes of working which may be desirable for legal or technical reasons. Within Section B, provision B-3 requires remuneration committees to confirm that full consideration has been given to Section C and D of the Code.
The Code A. The Remuneration Committee: 1. To avoid potential conflict of interest, Board of Directors should set up remuneration Committees of non-executive directors to determine on their behalf and on behalf of shareholder within agreed terms of reference the companys policy on executive remuneration and specific remuneration packages for each of the Executive directors including pension rights and any compensation payments.
Remuneration Committee Chairman should account directly to the shareholders through the means specified in this code for the decisions their committees reach.
Where necessary, Companys Articles of Association should be amended to enable remuneration committees to discharge these functions on behalf of the Board. The Remuneration Committee cont. Remuneration Committees should consist exclusively of Nonexecutive Directors with no personal financial interest other than as shareholders in the matters to be decided, no potential conflicts of interests arising from cross directorships and no day to day involvement in running the business.
The members of the Remuneration Committee should be listed each year in the Committees report to shareholders B1 below. When they stand for re-election, the proxy cards should indicate their membership of the Committee. Th Board itself should determine the remuneration of the NonExecutive Directors, including members of the remuneration committee, within the limits set in the Articles of Association.
The Remuneration Committee Chairman should attend the Companys AGM to answers shareholders questions about the Directors remuneration and should ensure that the company maintains contact as required in the same way as for other matters. But the Committee should consider each year whether the circumstances are such that the AGM should be invited to approve the policy set out in their report and should minute the conclusions.
Disclosure and Approval Provision: 1. The Remuneration Committee should make a report each year to the shareholders on behalf of the Board. The report should form part of, or be annexed to, the Companys Annual Report and Accounts. It should be the main vehicle through which the Company accounts to the shareholders for Directors remuneration.
The Report should set out the Companys policy on executive remuneration, including levels, comparator groups of companies, individual components, performance criteria and measurements, pension provisions, contracts of service and compensation commitments on early termination. The report should state that in framing its remuneration policy, the Committee has given full consideration to the best practice provisions set out in Sections C and D below. Disclosure and Approval Provision cont.
The report should also include full details of all elements in the remuneration package of each individual Director by name, such as basic salary, benefits in kind, annual bonuses and long term incentive schemes including share options.
If grants under executive share options or other long term incentive schemes are awarded in one large block rather than phased, the report should explain and justify.. Also included in the report should be pension entitlements earned by each individual director during the year, calculated on the basis to be recommended by the Faculty of Actuaries and the Institute of Actuaries. If annual bonuses or benefits in kind are pensionable the Report should explain and justify.
The amounts received by and commitments made to each Director under B4, B5 and B7 should be subject to audit. Any service contracts which provide for, or imply, notice period in excess of one year or any provisions for predetermined compensation on termination which exceed one years salary and benefits should be disclosed and the reasons for the longer notice period explained. Shareholding and other relevant business interest and activities of the Directors should continue to be disclosed as required in the Companys Acts and London Stock Exchange Listing Rules.
Shareholders should be invited specifically to approve all new long term incentive schemes including share options schemes whether payable in cash or shares in which Directors or Senior Executives will participate which potentially commit shareholders funds over more than one year or dilute the equity C. Remuneration Policy: 1. Remuneration committees must provide the packages need to attract, retain and motivate Directors of the quality required but should avoid paying more than is necessary for the purpose.
Remuneration committees should judge where to position their Company relative to other companies. They should be aware what other comparable Companys are paying and should take account of relative performance.
Remuneration Committees should be sensitive to the wider scene, including pay and employment conditions elsewhere in the Company, specially when determining annual salary increases. The performance related elements of remuneration should be designed to align the interests of Directors and shareholders and to give Directors keen incentives to perform at the highest levels. Remuneration Policy: 5. Remuneration committees should consider whether their Directors should be eligible for annual bonuses.
If so, performance conditions should be relevant, stretching and designed to enhance the business. Upper limits should always be considered. There may be a case for part payment in shares to be held for a significant period. Remuneration committees should consider whether their Directors should be eligible for benefits under long term incentive schemes.
Traditional shares options schemes should be weighed against other kinds of long term incentives schemes. In normal circumstances shares granted should not vest and option should not be exercisable, in under three years. Directors should be encouraged to hold their shares for a further period after vesting or exercise subject to the need to finance any costs of acquisitions and associated tax liability. Remuneration Policy: 7. Any long term incentive schemes which are proposed should preferably replace existing schemes or at least form part of a well considered overall plan, incorporating existing schemes, which should be approved as a whole by shareholders.
The total rewards potentially available should not be excessive B Grants under incentive schemes, including new grants under existing share option schemes should be subject to challenging performance criteria reflecting the companys objectives. Consideration should be given to criteria, which reflect the companys performance relative to a group of comparator companies in some key variables such as total shareholder return C.
Remuneration Policy: 9. Grants under executive share options and other long term incentive schemes should normally be phased rather than awarded in one large block B6. Executive share options should never be issued at a discount.
Remuneration Committees should consider the pension consequences and associated costs to the company of basic salary increases, especially for Directors close to retirement. In general, neither annual bonuses nor benefits in kind should be pensionable B8. Service Contracts and Compensation: 1. Remuneration Committees should consider what compensation commitments their Directors contracts of service, if any, would entail in the event of early termination, particularly for unsatisfactory performance.
There is strong case of setting notice or contract period at, or reducing them to, one year or less see B Remuneration Committee should, however, be sensitive and flexible, especially over timing. In some cases notice or contract period of up to two years may be acceptable. Longer period should be avoided wherever possible. If it is necessary to offer longer notice or contract periods, such as three years, to new Directors recruited from outside, such period should reduce after the initial period.
Service Contracts and Compensation: 4. Within the legal constraints, remuneration committees should tailor their approach in individual early termination cases to the wide variety of circumstances.
The broad aim should be to avoid rewarding poor performance while dealing fairly with cases where departure is not due to poor performance. Remuneration Committees should take a robust time on payment of compensation where performance has been unsatisfactory and on reducing compensation to reflect departing Directors obligations to mitigate damages by earning money elsewhere.
Where appropriate and in particular where notice or contract periods exceed one year, companies should consider paying all or part of compensation in installments rather than one lump-sum and reducing or stopping payments when the former director takes on new employment. Related Interests.
The Greenbury Report on directors’ remuneration
If you are unable to access an eBook, please see our Help and support advice or contact library icaew. Corporate governance - Hampel and Greenbury Guide to the duties of modern finance directors. Chapter 6 looks at corporate governance and summarises the Hampel and Greenbury reports. Corporate governance in the UK - Cadbury, Greenbury and Hampel An introduction to governance for directors and executives. Chapter 5 looks at corporate governance in the UK and summarises the Hampel and Greenbury reports Introduction and background Chapter 1 looks at the development of corporate governance and specifically the history of corporate governance in the UK.
The Greenbury Report
In the event this was but one of many that sought to lay down further guidelines for public and private companies, the most significant of which are the following:. Further corporate governance reports. This Committee was established in November by the Financial Reporting Council and sponsored in part by the London Stock Exchange, Confederation of British Industry, and Institute of Directors to review matters arising from the Cadbury and Greenbury Committees and evaluate implementation of their recommendations. Greenbury report It also proposed that more restraint be shown in awarding compensation to outgoing Chief Executives, especially that their performance and reasons for departing be taken into account. Specifically the Report proposes that: In only a third of listed companies were fully compliant with the Code as it then stood, although individual elements saw far higher levels — almost 90 per cent of companies for instance split the roles of Chief Executive and Chair. These guidelines were put together by the Institute of Chartered Accountants at the request of the London Stock Exchange in order to inform directors of their obligations toward internal control as specified in the Combined Code. It was wondered, in the aftermath of the Cadbury Report, where the abundance of talented and conscientious non-executive directors that the system relied upon might come from, and this was still a subject of concern ten years later.