Remuneration committee meaning

This checklist outlines the requirements an alternative investment fund manager (AIFM) must include in its remuneration policy under the AIFM Remuneration Code (the Code) in the Financial Conduct Authority (FCA) Handbook’s Senior Management Arrangements, Systems and Controls (SYSC) sourcebook (SYSC 19B), as well as the remuneration disclosures that belong in an alternative investment fund (AIF)’s annual report. What is the AIFM Remuneration Code (SYSC 19B)? The Code sits in SYSC 19B. It applies to a full-scope UK AIFM managing a UK AIF or a non-UK AIF. It covers pay and bonus for staff. It sets parameters for pay and bonus awards for specified Code staff. The Code comprises nine remuneration principles, set out in SYSC 19B.1.5 R to SYSC 19B.1.24 R. For guidance on each of these principles, see Practice Note: UK AIFMD—Remuneration Code—What are the AIFM Remuneration Code principles? The principles operate on a proportionate basis, meaning an AIFM must apply them in a manner suitable to its size, internal organisation and the complexity of its activities...

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, featuring the abolition of the premium and standard segments and the introduction of a single listing category for equity shares in commercial companies. The commercial companies category is strongly disclosure-led and sits beside other categories, including shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook commenced to deliver these reforms and the former Listing Rules sourcebook was withdrawn. For more information, see Practice Note: Reform of the UK listing regime—fundamentals. This fundamentals note describes the listing framework as it existed before 29 July 2024. The UK corporate reporting landscape has been influenced by Brexit. For further details see Brexit—accounts and reports. There have been certain amendments to the requirements of the Companies Act, the DTR and the Listing Rules for accounting periods starting on or after the close of the transitional period, although the impact is largely confined to definitions (eg the meaning of a regulated...

This checklist outlines the UK Corporate Governance Code expectations for the make-up of remuneration committees of quoted companies, alongside leading best practice from principal institutional investor bodies... UK Corporate Governance Code (UKCG Code) The remuneration committee should include a minimum of three independent non-executive directors, or two for smaller companies (those outside the FTSE 350)... The company chair may sit on the committee but must not chair it, provided he or she was judged independent at the time of appointment as chair... Before taking up the role of remuneration committee chair, the individual should have served on a remuneration committee for at least 12 months... References: 2018 UKCG Code, Provision 32; 2024 UKCG Code, Provision 32... Institutional Shareholder Services Inc (ISS) For FTSE 350 companies, the remuneration committee should comprise at least three non-executive directors, with all members being independent... The company chair may join the committee but must not chair it, if he or she...

In this issue: Immigration Prohibited conduct (discrimination etc) Diversity and gender pay gap Data protection and employee information Corporate Governance Financial services and banking: employment issues Employment Tribunals Dates for your diary Trackers Employment resources on Lexis+® LexTalk®Employment: a Lexis®Nexis community Daily and weekly news alerts Immigration Home Office announces increase in enforcement activity targeting illegal working The Home Office reports intensified action against unlawful working, undertaking more than 11,000 operations between October 2024 and September 2025. Through Operation Sterling, this activity produced over 8,000 arrests—a 63% uplift on the prior year—and led to the removal of upwards of 1,050 people from the UK who were found to be working without lawful authorisation. The department also indicates that a mandatory digital ID scheme will be in place before the end of the current Parliament to validate individuals’ right to work. The initiative is designed to curb document fraud, bring consistency to...

In this issue: Corporate governance Company law and regulatory matters Useful information Dates for your diary Weekly highlights from other practice areas Corporate governance GSK plc and BAE Systems plc unveil new directors’ remuneration policies FTSE100 groups GSK plc and BAE Systems plc have released updated directors’ pay frameworks within their 2024 annual reports, each proposing meaningful rises for their CEOs. GSK plc has emphasised that its chief executive’s overall package sits below the lower quartile of its global biopharma peer set across all compensation metrics, with the sole exception of base pay, where she remains below the median. Accordingly, the CEO’s base pay will rise by 5%, and her on-target annual bonus will move from one times to 1.5 times salary, with the cap remaining three times salary under the new arrangements. The CEO’s LTIP award maximum will lift from six to eight times base salary, with the 2025 award set at 7.25 times to reflect that...

In this issue: Key PI and Clinical negligence developments Road traffic accidents Clinical negligence Proving negligence or breach of statutory duty Costs and funding Part 36 offers Starting and managing online claims Service in England and Wales Other PI and Clinical negligence developments LexisNexis® PI & Clinical Negligence Quantum Database LexisNexis® Quantum Portal LexTalk®PI & Clinical Negligence: a Lexis®Nexis community Daily and weekly news alerts LexisNexis® Webinars Useful information Key PI and Clinical negligence developments ONS releases 2025 annual survey for hours and earnings figures The Office for National Statistics (ONS) has issued provisional 2025 findings and metrics on workers’ pay and hours, based on the annual survey of hours and earnings. These outputs set out yearly estimates of paid hours and remuneration for employees across the UK, broken down by sex and employment status, covering full-time and part-time roles. See: LNB News 23/10/2025 34...

This Practice Note addresses the supplementary employment obligations specific to local government regarding the recruitment and removal of statutory post-holders, including the Joint Negotiating Committee (JNC) for Local Authority Chief Officers terms, green book provisions, occupation-specific conditions of service, and authorities’ rules on employment procedures. It sets out the varying rules that apply to different categories of officers. It further outlines the part played by leaders or elected mayors and the cabinet under executive arrangements, together with the Chief Executive, in these processes as applicable. Discussion of employment issues in local government fall into three areas: routine employment law issues, such as those concerning discrimination, fair or unfair dismissal (including redundancy), TUPE, etc contractual obligations, which necessitate consultation with national conditions of service except where local agreements have been made ...

STOP PRESS: The latest UK Corporate Governance Code (2024 UKCG Code) was issued on 22 January 2024, introducing modest updates to the version released in 2018 (2018 UKCG Code). The 2024 UKCG Code will apply to accounting periods starting on or after 1 January 2025, except for Provision 29, which concerns a board declaration regarding internal controls and will take effect for accounting periods beginning on or after 1 January 2026. In parallel, the best practice guidance that supported the 2018 UKCG Code has been merged into a single digital source to accompany the 2024 UKCG Code. For more detail, see News Analysis: UK Corporate Governance Code 2024 published—what’s changed? This Resource Note sets out the key provisions in Section 5 of the UK Corporate Governance Code on ‘Remuneration’, and points to relevant third party materials, guidance, commentary and analysis, alongside resources, to offer practical support on applying the Code...

The Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024, prescribe the framework for liquidation committees in both creditors’ voluntary windings-up and court windings-up, and for creditors’ committees in administrations and administrative receiverships (collectively, committees). General A committee offers the office-holder a forum for consultation on strategy, including how funds might be deployed for particular investigations; nevertheless, in practice such committees are rarely set up. A committee must not intrude upon the office-holder’s statutory duties, nor oblige them to act in a manner they consider inappropriate. In addition to any powers granted by the Insolvency Act 1986 (IA 1986), the committee’s purpose is to assist the office-holder in performing their functions and to deal with the office-holder in whatever way may be agreed from time to time. For example, a liquidation committee provides both assistance and oversight in relation to the liquidation as a whole, with particular focus on the orderly realisation and administration of assets. In some instances, shareholders may be invited to participate on committees....

1 Should the [ Board OR Remuneration Committee ], at any point in time within [ three ] years from the date a bonus has been paid to you, in its sole and absolute discretion conclude that any event set out in sub-clauses 1.1 to 1.4 of this clause has arisen, it may demand that you repay some or all of the pertinent bonus payment (irrespective of whether you remain in employment with the Company or any other Group Company), with such repayment to be carried out strictly in line with clause 2: 1.1 [ the Company or any other Group Company being required to materially restate all or part of its financial statements OR your gross negligence, fraud, dishonesty or other misconduct having caused or helped to cause the Company or any other Group Company to materially restate all or part of its financial statements ] ; 1.2 your gross negligence, fraud, dishonesty or other misconduct, or your commission of any further act or...

Minutes of a meeting of the [ remuneration committee of the ] board of directors of the Company convened at [ insert place of meeting ] on [ insert date of meeting ] at [ insert time of meeting ] Present [ insert name of director to be Chair ] (the Chair) [ insert names of directors present ] In attendance [ insert names of those in attendance ] Apologies [ insert names of directors who are unable to attend meeting ] 1 Notice and quorum [ insert name of Chair ] took the chair for the meeting. It was confirmed that due notice of the meeting had been issued in accordance with the Company’s articles of association (Articles) and that the meeting was quorate. Accordingly, the Chair opened the meeting...

[ insert name of company adopting the EMI scheme ] (Company)—[ insert Company number ] Record of a meeting of the [ remuneration committee of the ] Company’s board of directors duly convened at [ insert place of meeting ] on [ insert date of meeting ] at [ insert time of meeting ]. Present [ insert name of director to be Chair ] (the Chair) [ insert names of directors present ] In attendance [ insert names of those in attendance ] Apologies [ insert names of directors who are unable to attend meeting ] 1 Notice and quorum [ insert name of Chair ] was elected to act as Chair of the meeting. It was confirmed that notice of the meeting had been duly issued in line with the Company’s articles of association (Articles) and that a quorum was in attendance. Accordingly, the Chair opened the meeting...