UK directors’ remuneration: governance, reporting and shareholder approvals under the UK Corporate Governance Code, UK Listing Rules and Companies Act 2006, including 2024 malus and clawback
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Practice notes
Observing good practice in relation to the remuneration of a company’s directors is an important aspect of corporate governance.
At the heart of the UK’s governance framework sits the UK Corporate Governance Code (UKCG Code), a key pillar of the corporate governance regime in the UK. The Financial Reporting Council (FRC) oversees the Code and issues supporting guidance to accompany and supplement it.
To satisfy specific UK Listing Rules (UKLRs), any issuer with equity shares admitted to the equity shares (commercial companies) category, or to the closed-ended investment funds category, must apply the Code’s principles and, in its annual report and accounts, either comply with each provision or explain any departures on a comply or explain basis.
Beyond this, numerous other companies voluntarily adopt the Code’s principles and follow the comply‑or‑explain approach under its provisions, even though they are not obliged to do so, and may alternatively select a different governance code that better fits their circumstances where appropriate (see Practice Note: The corporate governance regime—fundamentals). The UKCG Code articulates standards of sound practice for managing such companies, covering, among other matters, the remuneration of directors.
There are currently two editions of the UKCG Code in operation for companies:
- the version published in 2018...
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Web page updated on 22/05/2026
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