The new UK regulations governing directors’ remuneration reports (DRRs) are now in their final form). The first quoted companies that will have to comply with these requirements are those with a financial year-end on or after 30 September 2013.
The draft regulations have been available since June 2012 and in the spirit of greater transparency it’s hoped that the new regime will engender, many companies have voluntarily adopted some or many of the new-style disclosures early. (Mind you, those companies which made disclosures on the basis of draft regulations published in March that haven’t made the cut or have been substantially amended in the final (June) version must be spitting feathers. These include the provisions with respect to pension payments and performance measures for variable benefits.)
We’ve taken a look at the DRRs published over the last nine months or so by 91 of the companies in the FTSE100 and they make interesting reading.
One of the items that has been the subject of a lot of comment and angst is the single total figure table, setting out each element of remuneration for each director. Many companies had a bash at this (with the notable exception of pensions figures), but equally many companies did not. Even amongst those that did, very few companies went the extra mile to include the previous year’s figures as well, which they’ll have to do next time round.
Seventy-nine of the 91 companies put in the crucial future policy section, but 12 did not. These sections varied in length from a third of a page (albeit with some extra notes) to 6 pages, so clearly a consensus on the “correct” length for these disclosures has yet to emerge!
For the snappily-titled “Illustrations of application of remuneration policy” (formerly known as the scenario charts), which have be shown as a bar chart with percentages of fixed and variable remuneration for each director, nearly 40% of companies used different scales for each director. This reflects the fact that not only may executives be paid very different amounts, but also may be paid in different currencies.
The service contracts of the directors will have to be made available at a specified place or online. Despite the clear preference of institutional investors such as the NAPF for the latter, we could find no evidence from the reports surveyed that companies made these available online.
The provisions relating to the relative importance of spend on pay have undergone probably the most change across time and this is reflected in the fact that only 15% of the FTSE100 attempted these disclosures. Most chose a graph, rather than table, format.
Perhaps unsurprisingly, companies shied away in droves from the new requirement to show the fees of remuneration advisers, only 16 of the 91 disclosing these.
The original BIS requirement to consult with employees when “drawing up” directors’ remuneration has been massively watered down, to just having to state whether employees were consulted. Most companies seemed happy just to state baldly that they do not have formal or direct employee consultation, but a common sop was “we take account of employee surveys”.
So, what do we think of it so far? Definitely not “rubbish”. The attempts made by companies so far have provided some useful pointers as to how to make (and in some cases, how not to make) these new disclosures. It will be interesting to observe how practice changes in the next performance.
You can take a look at the recording of our webinar on this topic.