UK: Directors' remuneration reports - GC100 and Investor Group guidance on new policy and reporting requirements

The GC100 (the association of general counsel and company secretaries of the FTSE100) has published guidance, in collaboration with BIS and shareholder representative bodies, to assist companies in finalising their remuneration reports.  In addition to commentary on the amended Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 ("the Regulations") which come into force on 1 October 2013 (see our briefing), the guidance includes what companies and shareholders view as current best practice.  The guidance also recommends some disclosures that go beyond the Regulations, with the aim of helping shareholders make better-informed decisions. The guidance is not designed to be prescriptive.  It encourages companies and investors to engage in a constructive and informed manner in order to contribute to the company’s long-term success and aims to provide some certainty over the approval of the company's remuneration policies. The guidance recognises the tension between ensuring that a policy provides sufficient information to investors to enable them to approve it, whilst giving remuneration committees the flexibility to tailor the terms of remuneration arrangements for individual directors. Guidance is given on the concepts of flexibility, judgement and discretion. For example, where an exercise of discretion is disclosed in the annual remuneration report, investors expect that companies will report the circumstances leading to that exercise of discretion and why it was required.