Remuneration Committee Agenda Q3 2026
As Q3 draws to a close and Remuneration Committees start to glance towards year-end, attention typically shifts towards reviewing the status and progress of in-flight incentive awards, completing ongoing projects and considering the effectiveness of Committee arrangements. This may also be an appropriate time to review terms of reference, share ownership guidelines and wider workforce pay.
The consultation paper, Modernising Corporate Reporting to Support Long-Term Economic Growth, published by the Department for Business, Innovation, Science and Trade (DBIST) also provides an important focus for this quarter which could have a significant impact on DRRs, shareholder engagement and the annual reward cycle.
Modernising corporate reporting
The DBIST consultation proposes to simplify and refocus corporate reporting around financially material and decision-useful information.
We have produced a separate mailing around this consultation (please do ask us for a copy) and the following are potentially the most impactful proposals:
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Simpler Directors’ Remuneration Reports
With certain detailed disclosures removed or streamlined -
Continued focus on core information
Including the Chair’s statement, total remuneration methodologies, performance measures, the ten-year TSR and CEO performance pay chart. -
Removal of the annual advisory vote on the Directors Remuneration Report
The most consequential and controversial proposal, given the role the vote plays as an annual temperature check on shareholder views. -
Greater choice over voluntary disclosure
Companies may continue to provide information where it remains useful to shareholders and other stakeholders.
Further areas for consideration
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"Off-cycle" policy review / changes
Whilst the majority of UK listed companies won’t be seeking a directors’ remuneration policy renewal vote at their 2027 AGM, a number of companies will seek to make policy changes “off cycle”, which will bring the usual menu of internal and external challenges, including detailed DRR drafting and shareholder / proxy engagement. -
NED fee structure and competitiveness:
• UK NED fees are increasingly being assessed against international markets, inflation and the demand of the role in question.
• Some international investors are advocating equity based elements to support alignment as long as they do not compromise NED independence.
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AIM remuneration rules
Standard remuneration no longer requires related-party transaction treatment, while non-standard arrangements remain subject to the relevant approval and Nominated Adviser processes.
Business as usual
- Track the status and progress of in-flight incentive awards performance – both STIP and LTIP performance
- Confirm priorities for Q4 across ongoing projects
- Assess Committee effectiveness and terms of reference
- Monitor compliance with share ownership guidelines
- Consider wider workforce pay and any relevant implications