Directors' Remuneration Handbook

Directors' Remuneration Handbook cover


“I enjoyed reading it – which I did from cover to cover and refer back to it too!” Chris Spencer-Phillips, MD, First Flight Non-Executive Directors

How much, when to pay, what to pay for and how to motivate directors are key questions to ask when a detailed framework of knowledge is required. Directors' Remuneration Handbook, Second Edition provides this framework, the information and tools to answer these questions. It explains the complexities of directors' remuneration in simple terms, providing examples of best practice and up to date market date as well as a source of reference for key legislation.

Directors' remuneration lies at the heart of the debate on effective corporate governance. This is the issue, above all others, in which directors face a conflict of interest. Whilst UK companies are considered to have very high standards of corporate governance and reporting, the economic crisis forced UK companies to consider where things had gone wrong and why.

Whilst there has not been a raft of regulation following the economic crisis there have been significant consultations on the importance of UK companies to focus on the issues that matter to their long term success and to their shareholders. Disclosing clear, relevant information on these issues in company reporting is necessary if shareholders are to make well informed decisions in their role as company owners and to establish a clear link between a company's strategic objectives and the criteria for payments to directors.

Covers the following key legislation and case law:
The new Directors Remuneration Report Regulations (DRRR);
New law on votes on remuneration policy and implementation;
New EU rules on Banks remuneration;
ABI and NAPF best practice guidance.

Previous edition ISBN: 9781847668882

Table of Contents

Chapter 1 Executive Summary;

Part A Legal, Regulatory and Governance: Chapter 2 Role of a Director – what does a director do?; Chapter 3 Law, Regulations and Governance Processes; Chapter 4 Principles of Remuneration Governance; Chapter 5 Companies Act Issues concerning Directors' Remuneration; Chapter 6 Directors Remuneration Report Regulations – Overview; Chapter 7 Taxation of Directors' Remuneration; Chapter 8 Financial Conduct Authority Listing Rules; Chapter 9 UK Corporate Governance Code; Chapter 10 FCA Remuneration Code for Banks and Financial Institutions; Chapter 11 Other Regulators; Chapter 12 Accounting for Share Schemes; Chapter 13 Best Practice Guidance; Chapter 14 QCA; Chapter 15 ISS; Chapter 16 NAPF; Chapter 17 PIRC; Chapter 18 ABI (and IVIS); Chapter 19 Manifest; Chapter 20 Hermes, NAPF, BT, Railpen and USS; Chapter 21 F&C; Chapter 22 Fidelity; Chapter 23 IoD; Chapter 24 Others; Chapter 25 A Remuneration Committee Chairman's View; Chapter 26 The Role of the Remuneration Committee; Chapter 27 Engagement and Reporting to Shareholders; Chapter 28 Directors' Remuneration Report Regulations – annual report contents;

Part B Theory and Practice: Chapter 29 A short history of remuneration 1970–2012; Chapter 30 Motivation Theories; Chapter 31 Academic Research on Directors' Remuneration; Chapter 32 Market data – Total Remuneration;

Part C Reward Strategy and Architecture: Chapter 33 Linking Pay to Business Strategy; Chapter 34 Developing Remuneration Strategy and Policy; Chapter 35 Business Strategies; Chapter 36 Financial Strategy; Chapter 37 HR Strategies; Chapter 38 Reward Strategy – Level; Chapter 39 Reward Architecture – Reward Mix; Chapter 40 Performance Related Pay – what for?; Chapter 41 Performance Related Pay – Timing; Chapter 42 Special Considerations; Chapter 43 Checklist for remuneration strategy;

Part D Remuneration Design: Chapter 44 Benchmarking – when and how to do it; Chapter 45 Salary; Chapter 46 Bonus (Annual Incentive Pay); Chapter 47 Long-Term Incentives; Chapter 48 Share Ownership; Chapter 49 Pension; Chapter 50 Other Forms of Remuneration; Chapter 51 Directors' Service Contracts;

Part E Chairman and Non-Executive Directors: Chapter 52 Chairman; Chapter 53 Non-Executive Directors (NEDs);

Part F: Chapter 54 PE and Hedge Fund Industry Compensation Practice; Chapter 55 PLC versus LLP; Chapter 56 The Pros and Cons of Location Offshore; Chapter 57 Developments in the US and Elsewhere;

Appendix 1 Extracts from Financial Conduct Authority Listing Rules; Appendix 2 NAPF Corporate Governance Policy and Voting Guidelines; Appendix 3 PIRC Remuneration Guidelines; Appendix 4 ABI Principles of Remuneration; Appendix 5 Joint Statement on Executive Contracts and Severance by the Association of British Insurers (ABI) and the National Association of Pension Funds (NAPF); Appendix 6 Voluntary Code of Conduct in relation to Executive Remuneration Consulting in the United Kingdom.

Product details

Published 30 Jun 2014
Format Paperback
Edition 2nd
Extent 810
ISBN 9781780433318
Imprint Bloomsbury Professional
Dimensions 234 x 156 mm
Series Directors' Handbook Series
Publisher Bloomsbury Publishing

About the contributors


Cliff Weight

Cliff has over 30 years’ experience as a remunerat…

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