Legal Guidance and Research / Experts / Sonia Gilbert
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Sonia Gilbert

Clifford Chance
Sonia is a partner in Clifford Chance's Incentives team. She specialises in all legal, regulatory and governance aspects of remuneration arrangements and incentives. She has particular expertise in remuneration regulation and governance, designing and implementing incentive and plans for global companies, as well as advising on alternative remuneration structures including employee trusts.

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1 Contributions by Sonia Gilbert

Executive directors' minimum and post-employment shareholding requirements: UK Corporate Governance Code and IA Principles - market practice, enforcement and non-compliance implications for UK listed companies
PRACTICE NOTES
Executive directors' minimum and post-employment shareholding requirements: UK Corporate Governance Code and IA Principles - market practice, enforcement and non-compliance implications for UK listed companies
Executive directors’ shareholding requirements Ensuring executive directors’ remuneration tracks a company’s long-term strategy and aligns with shareholders’ interests continues to be a prominent and heavily debated issue for UK listed companies across the market. Although no law compels executive directors to hold company shares, imposing a minimum holding, reinforced by a post-employment shareholding policy, has now become the norm across listed companies and is regarded as best practice. The framework for a UK listed company’s shareholding expectations is outlined in the FRC’s Corporate Governance Code (the Code) and in supporting institutional investor guidelines. The primary institutional investor guidelines for these purposes are the Investment Association’s (IA) Principles of Remuneration—usually issued annually ahead of each AGM season (the IA Principles). Neither the Code nor the IA Principles are legally binding, nor do they have the force of law, but they strongly influence remuneration design and reflect best practice in corporate governance. The principal consequence of non-compliance is the risk that institutional investors will oppose the company’s Directors’ Remuneration Policy (DRP) or its Directors’ Remuneration Report (DRR). (See also below: What happens if a company does not comply with the shareholding requirements?). The IA revised the IA Principles in 2018 to clarify...
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