Executive scheme meaning

In its press release, TPR urged trustees of smaller DC pension schemes with assets below £100m to assess if members’ interests are better served within larger schemes. Driving consolidation remains central to TPR’s three-year corporate plan, launched in May 2024. The regulator argues that smaller arrangements are more likely to exhibit weaker governance. “All savers deserve to be in schemes with strong governance,” said Gaucho Rasmussen, TPR’s executive director of regulatory compliance. “Where trustees cannot match the best in the market, on value or governance, they should consider whether moving to a better-value scheme is best for their savers.” Trustees were encouraged to prioritise value and governance when deciding...

In this issue: Save As You Earn Corporate governance Useful information Dates for your diary Weekly highlights from other practice areas Save As You Earn HMRC updates guidance on SAYE savings arrangements and deductions from pay HMRC has revised its guidance at ETASSUM34120 to confirm that employees cannot use third‑party loans or other finance to boost the amounts saved under an SAYE scheme. The scheme must instead be operated in line with the SAYE prospectus, which specifies that contributions are made via deductions from pay. This further clarification appears to respond to market products where participants receive an immediate refund of monthly contributions from a third party funder, in exchange for an arrangement fee and a share of any profit ultimately realised when the SAYE option is exercised and the shares are sold. For more detail on the requirements applying to SAYE‑linked savings contracts, see Practice Note: How SAYE schemes work and key features. See: ETASSUM34120...

Original news Mr K (CAS-44560-Q1C8)—12 September 2025 Summary The Pensions Ombudsman upheld a complaint concerning a scheme’s inadequate due diligence on a high-risk investment. The professional trustee was found to have breached both common law and statutory duties by committing funds to storage pods and airport parking. As the investments lacked diversification and were overly speculative, no reasonable trustee would have proceeded. The determination underscores that a professional trustee can be accountable for investment losses even where the member was heavily engaged in making the decision... What were the facts? Mr K was a member of the Blick-Horsham Limited Executive Pension Scheme (the Scheme), a small self-administered scheme (SSAS). The Scheme’s trustees were Rowanmoor Trustees Limited (RTL) and Mr K. He proposed investing in storage pods and airport parking via Store First Limited (Store) and Park First Limited (Park). In February 2015, RTL warned Mr K that the proposed investments featured a two-year break clause and advised him to consider how a replacement tenant might be...

Meaning of ‘non-executive director’ The broad definition of ‘director’ is not closed. Under the Companies Act 2006 (CA 2006), a director is any person who occupies the office of director, whatever title they hold. Accordingly, this covers both executive and non-executive directors (NEDs). Executive directors are typically authorised, either by the company’s constitution or by authority delegated from the board, to manage the company’s day-to-day affairs, and they usually have a full-time service contract. NEDs generally: have no executive powers play a pivotal role in the company’s corporate governance are not employees of the company There are a number of challenges around granting shares to NEDs. This Practice Note considers the issues to assess when offering shares or share-based remuneration to NEDs, including: the potential impact on the NED’s independence the share dealing provisions of Assimilated Regulation (EU) 596/2014 for the UK, and the Market Abuse Regulation (Regulation (EU) 596/2014) previously and for the EU ...

ARCHIVED : This Practice Note has been archived and is not maintained. STOP PRESS: On 21 October 2025, within its Regulation Action Plan, the government stated it believed the Investment Association Public Register had fulfilled its role and accordingly asked the IA to wind it up. That day, the IA confirmed the register would cease to be updated, with its aims pursued instead via reporting against the UK Corporate Governance Code and continued stewardship work. Those objectives remain addressed through disclosure under the UK Corporate Governance Code and continuing stewardship activity by the IA. See: Policy paper—A new approach to ensure regulators and regulation support growth, and IA remarks on ending the Public Register. Accordingly, from that date this Practice Note is archived and is no longer maintained or revised. Evolution of the IA public register In November 2016, the Department for Business, Energy & Industrial Strategy (BEIS) issued a green paper concerning reforms to corporate governance and executive pay. See News Analysis: Lexis®PSL Share Incentives weekly...

ARCHIVED : This Practice Note has been archived and is not maintained. The government set out a series of actions in response to the coronavirus (COVID-19) emergency. For more information, see the following Practice Notes: Coronavirus (COVID-19)—tax implications [Archived] Coronavirus (COVID-19)—key issues for Corporate lawyers This Practice Note offers a high-level overview of how the coronavirus situation affected executive remuneration and monitors updates issued by the government and the principal institutional investor organisations. For wider coverage of the impact on share plans, refer to Practice Note: Coronavirus (COVID-19) impact on share schemes. For broader background on the leading institutional investor bodies, see Practice Notes: Directors’ remuneration—institutional investor guidelines and Comparison of UK Corporate Governance remuneration principles. The coronavirus job retention scheme and the Job Support Scheme (JSS) The Coronavirus Job Retention Scheme (CJRS), first announced on 20 March 2020, supported UK employers through grants to help them continue paying up to 80% of salary for unworked hours (capped at £2,500...

subscription and shareholders’ agreement/investment agreement Insert new definitions: A Ordinary Shares; Board; Chair (per clause reference); Investor Consent/Investor Direction (written consent by the Lead Investor or holders of at least [75]% in nominal value of A Ordinary Shares); Investor Director; [Lead Investor]. Add a clause granting Investors the right at any time to appoint and remove non-executive Investor Director[s] and a non-executive Chair by written notice (first appointments effective on Completion), appoint alternates, disapply retirement by rotation, and secure fees of £[amount] p.a. plus VAT and expenses. Establish post‑Completion [remuneration and audit] committee[s] with casting vote rights. articles of association Add definitions for A and B Ordinary Shares, Preference Shares, Investor, Investor Group, Investor Associate, Investor Director, Investor Consent/Direction, Investor Director Interest, Group Company Interest, Co‑Investment Scheme, Confidential Information, FSMA, Fund, Lead Investor, Recognised Investment Exchange, Quotation and Sale. New articles set Board size; permit alternates; regulate meetings, quorum and remote participation; enable authorisation of conflicts and Investor Director/Group Company interests with disclosure and, if directed, A...

Parties This Agreement is made on [ date ] between the following parties as set out below: [ name of employer ] [ Limited OR Plc ], a company incorporated in [ England and Wales ] (registered number [ registered number ]), whose registered office is at [ registered office address ] (the Company); and [ name of executive ] of [ address of executive ] (the Executive). Together they are referred to as Parties. Background The Company and the Executive are parties to the [ Employment Agreement OR Bonus Agreement ] (as defined below), under which the Executive may receive a discretionary annual bonus. The Executive has received a conditional award of the Bonus (as defined below) for [ insert relevant year/performance period ]. The Company and the Executive intend to enter into this Agreement to describe the circumstances in which the Company may reclaim all or part of the Bonus in certain specified circumstances......

Registered office: [ insert address ] Directors: [ List names of directors and roles/positions, eg, Chair, Chief Executive, Chief Financial Officer, Non-Executive Director ] Dated: [ insert date ] To: Shareholders of [ Offeree ] and, for information only, persons with information rights [ , OR and ] participants in the [ Offeree ] Share Plans [ and [ Offeree ] Warrantholders ] Dear Shareholder Recommended Cash Offer for [ Offeree ] by [ Offeror ] 1 Introduction On [ insert date ], the boards of [ Offeror ] and [ Offeree ] confirmed they had reached agreement on the terms of a recommended cash offer [ for OR by [ Offeror ] to acquire ] the whole of the issued, and to be issued, ordinary share capital of [ Offeree ]. The proposal will be carried out by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006...

The general definition of ‘director’ is not exhaustive. Under the Companies Act 2006 (CA 2006), the term ‘director’ covers any person who holds the office of director, whatever title they go by. As a result, it spans both executive directors and non-executive directors (NEDs)...