Squire Patton Boggs

Subscribe to all posts by Squire Patton Boggs

UK shareholder activism – BP AGM resolution clears the hurdle

The resolution proposed by the “Aiming for A” shareholder coalition at BP’s AGM on 16 April 2015 has been passed with over 98% of votes cast.  The resolution requires increased annual reporting relating to climate change risks and makes the link to related KPIs and executive incentives.  For more details see Resolution 25 and Appendix … Continue Reading

General Election: Lib Dems outbid Labour on executive pay?

In our previous blog post, we reviewed the Labour Party’s Manifesto commitments on executive pay.  While the Liberal Democrat Manifesto lacks the intrigue of Labour’s commitment to simplify executive pay packages, it is still an interesting read for followers of the ongoing efforts to reel in executive pay. They start with the relatively benign “We will … Continue Reading

General Election: Labour shows its cards on executive pay?  

Tucked away in the Labour Manifesto are some interesting proposals to counter short-termism in the British economy.  There are three specific proposals on executive pay: Improving the link between executive pay and performance by simplifying pay packages. Employee representation on remuneration committees. Fund managers to disclose how they vote on top pay. The simplification of pay … Continue Reading

Happy new (UK tax) year! – action required for all share incentive plans

In several posts last year, we charted the development of the new HMRC rules for the online registering, self-certifying and making of annual returns for share plans, and indeed all arrangements under which employees receive shares. Now the dust has settled, the teething troubles have been ironed out and the templates for the new “end-of-year” returns … Continue Reading

Capping and Mapping – when is a choice not a choice?

Sometimes one or two words in a piece of legislation can stir up an entire industry.  The catchily named Occupational Pension Schemes (Charges and Governance) Regulations 2015 have done just that with the new definition of “default arrangement”. Under new UK legislation applying from 6 April 2015, money purchase “default arrangements” are required to cap … Continue Reading

Increased support for executive compensation tax reform on Capitol Hill

Most of us believe that comprehensive tax reform for 2015 is already dead despite Ways and Means Chairman Ryan’s (R-WI) oft-repeated statements to the contrary. But perhaps new life may be breathed into executive compensation reforms.  On the heels of a recent Senate Finance Committee hearing dealing with tax fairness, the committee’s ranking Democrat, Sen. … Continue Reading

Executive compensation disclosures a wasted effort?

Are the ever-increasing US public company disclosures, particularly those dealing with executive compensation, even helpful to the investing public? A recent study commissioned by the Stanford University Rock Center for Corporate Governance, RR Donnelley and Equilar suggests the answer may be no, even among sophisticated institutional investors. The 2015 Investor Survey notes that only 38% of … Continue Reading

Didn’t they do well? BIS report on compliance with remuneration reporting

The Department for Business Innovation and Skills (BIS) has published a research paper on companies’ compliance with the new directors’ remuneration reporting regulations (DRRRs) in the 2014 AGM season. The research was carried out by Manifest, taking a random sample of 93 UK-incorporated companies listed on the London Stock Exchange.  Thirty-eight of these companies had … Continue Reading

Clarification for firms subject to CRD IV, as well as a whole new set of guidelines…

The Prudential Regulation Authority (PRA) has published guidance addressing areas of uncertainty in respect of the remuneration changes under CRD IV. The guidance takes the form of a letter on the PRA’s remuneration code webpage to the chairs of the remuneration committees of PRA-authorised firms.  The main controversial element of CRD IV was in respect … Continue Reading

Not dead yet: employee shareholder shares (“shares for rights”)

A couple of items relevant to employee shareholder status shares (ESSs) have appeared this week. First, HMRC reported in its latest Employment-Related Securities Bulletin that the Department for Business Innovation and Skills (BIS) has confirmed that already-issued shares – for example, those held by a shareholder or an employee benefit trust – can be used … Continue Reading

Another bashing for the bankers: extension of the period of claw-back

Amongst its recently-announced proposed package of banking reforms, the UK Labour party has suggested that claw-back on bankers’ bonuses should be extended to ten years from the date of payment. With effect from 1 January this year, the Bank of England’s Prudential Regulatory Authority imposed a mandatory claw-back period of seven years from the date of … Continue Reading

Is it permISSible? Yet more guidelines on UK directors’ remuneration

Institutional Shareholder Services (ISS) recently released its first stand-alone UK and Ireland Proxy Voting Guidelines (previously, ISS and the NAPF issued guidelines through Research Recommendations and Electronic Voting, their joint venture which came to an end in June 2014). The guidelines apply to shareholder meetings held on or after 1 February 2015.  In the area of … Continue Reading

How to avoid a bloody nose in the second DRR season: amended NAPF guidelines

The National Association of Pension Funds (NAPF) has re-issued its updated Corporate Governance Policy and Voting Guidelines, including its view of how remuneration should be dealt with.  Unsurprisingly, changes have been made to the last set of guidelines issued in November 2013. The changes reflect experience over the first year of accounts published under the … Continue Reading

BG Group: Goodbye golden hello

BG Group has responded to the numerous reports and opinions that have surrounded its proposed remuneration package to the new CEO, Helge Lund. Less than 24 hours after our blog post which summarised the concerns, BG Group’s announcement, dated 1 December 2014, sets out revisions to the remuneration package and is stated to follow “extensive … Continue Reading
LexBlog