IA Principles of Remuneration meaning

In this issue: Corporate governance Q&As New and revised content Key dates for your diary Weekly highlights across other practice areas Corporate governance ISS Governance has released its 2025 Proxy Voting Guidelines for the UK and Ireland, following the publication of its updated benchmark policies on 17 December 2024 (see: Share Incentives weekly highlights—19 December 2024—Corporate governance), and these will apply to shareholder meetings held on or after 1 February 2025. The revised guidelines mirror the changes announced in December, many of which incorporated amendments made by the Investment Association (IA) to its Principles of Remuneration issued in October 2024. Nonetheless, departing from the new IA Principles, ISS Governance considers a 5 per cent dilution limit to remain widely viewed as best practice by many investors—and therefore expects that authorisations to issue new shares under discretionary share schemes should not exceed 5 per cent of the issued ordinary share capital over any rolling ten-year period; where this is breached, an...

In this issue: Corporate governance Regulatory Global incentive issues Budgets, Autumn Statements and Finance Bills Q&As Useful information Share Incentives Weekly Highlights 2024/25 Weekly highlights from other practice areas Corporate governance ISS Governance announces 2025 benchmark policy updates ISS Governance, a prominent global source of impartial shareholder meeting research and voting guidance, has unveiled revisions to its 2025 Benchmark proxy voting policies. These changes will typically apply to shareholder meetings scheduled on or after 1 February 2025. For the UK and Ireland, updates on remuneration matters are particularly notable: Revisions broadly align with the refreshed Investment Association (IA) Principles of Remuneration issued in October 2024 (see: Share Incentives weekly highlights—10 October 2024—Investment Association publishes updated ‘Principles of Remuneration’) and the January 2024 amendments to the UK Corporate Governance Code (see: Share Incentives weekly highlights—25 January 2024—Corporate governance). Although ISS has adjusted elements to mirror the updated IA Principles concerning dilution parameters,...

In this issue: Corporate transactions and share incentives New and updated content HMRC Manuals tracker Useful information Weekly highlights from other practice areas Corporate transactions and share incentives Takeover Panel issues response on companies to which the Takeover Code applies The Takeover Panel (the Panel) has released Panel Statement 2024/24 and Response Statement RS 2024/1 concerning its consultation on the companies to which the Takeover Code (the Code) applies. PCP 2024/1, issued in April 2024 (see: Share Incentives weekly highlights—25 April 2024—Corporation transactions and share incentives), outlined a new jurisdictional model aimed at narrowing the range of companies subject to the Code. As a result, the framework will capture fewer companies than before. The Panel has opted to implement the consultation’s proposals, albeit with certain amendments. The key deviation from PCP 2024/1 is that both the run-off and transition periods are to be two years rather than three...

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...

A long-term incentive plan (LTIP) Within listed companies, the term LTIP typically refers to executive share arrangements whereby senior staff receive share-based awards that vest over no less than three years, usually followed by a further two-year holding requirement. For an introduction to LTIPs, see Practice Note: What is a long-term incentive plan? Using LTIPs to drive senior executive performance has become accepted market practice among listed companies. Yet, in July 2016, the Executive Remuneration Working Group—an independent body formed by the Investment Association—issued its final report on the design of executive pay, urging every company to assess whether the conventional LTIP model remained suitable for its business or if it should depart from that approach. In the Working Group’s view, rather than defaulting to an LTIP, companies must identify the structure that best fits their organisation and engage with shareholders to gauge their views on the preferred framework. The emphasis was on careful selection of pay structures and meaningful dialogue with shareholders before settling on any model, rather...

This archived Practice Note summarised a wide range of corporate governance reforms announced or brought into force during 2017–2019, such as the Companies (Miscellaneous Reporting) Regulations 2018, the 2018 UK Corporate Governance Code, the Wates Corporate Governance Principles, the 2018 revisions made to the AIM Rules and to the QCA Code, the BEIS consultation on insolvency and corporate governance, and the Kingman review. It has not been refreshed since 2019. Background In November 2016, the government, acting through the Department for Business, Energy and Industrial Strategy (BEIS), published a Green Paper on corporate governance reform (Green Paper). The Green Paper sought views on areas where changes to the UK’s corporate governance framework were being considered: executive pay enhancing the voice of employees, customers and wider stakeholders extending elements of the corporate governance regime to large private companies The government invited comments and submissions on the Green Paper by 17 February 2017. Following the consultation, in August 2017 the government issued...