Ruth Bender

Cranfield School of Management

Ruth Bender is a Professor of Corporate Financial Strategy at Cranfield School of Management. Prior to joining Cranfield, she was a partner in Grant Thornton where she specialised in corporate finance, she also worked for a while as an executive in private equity. She is the author of Corporate Financial Strategy, Routledge, currently in its 4th edition. Ruth's research interest is in the practical implications of corporate governance in large companies, mostly as it affects boards and board committees. In particular, she has worked with remuneration committees and audit committees of listed companies. Her PhD investigated how executive remuneration is determined in FTSE 350 companies, and her current research looks at the work of compensation consultants.

Practice Area

Corporate

Panel

Contributing Author

Qualified Year

1980

Membership

FCA (institute of Chartered Accountants in England and Wales)
SFHEA (Higher Education Academy)

Education

PhD, Warwick
MBA, Cranfield

1 Contributions by Ruth Bender

PRACTICE NOTES

Remuneration Committee Advisers in UK Companies: Appointment, Roles, Independence and Disclosure (RCG Code and Schedule 8 2008 Regulations)

The UK Corporate Governance Code (UKCG Code) encourages companies with equity shares listed in the equity shares (commercial companies) category, whether incorporated in the UK or overseas, to establish a remuneration committee. This committee is delegated authority to shape policy for executive director remuneration and to set pay for the chair, executive directors and senior management. Other quoted companies broadly mirror these arrangements when determining executive pay. Many remuneration committees also consult internal and/or external advisers on the structure and quantum of remuneration for executive directors and chairs. Requirement for a remuneration committee adviser According to the UKCG Code, the process for developing executive remuneration policy and deciding director and senior management pay should be formal and transparent. There is no legal or regulatory duty to appoint an adviser; nonetheless, it is commonplace, and the UKCG notes that companies may choose to do so. Where advisers are engaged, the remuneration committee should make the appointment. Company secretary Internal HR or compensation manager Other employees Advisers can be internal to the company, or external appointments...

Corporate

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