GC100与投资者集团董事薪酬报告指南2025

GC100 and Investor Group Directors’ RemunerationReporting Guidance 202531.Introduction41.1Structure of this guidance41.2How to use this guidance41.3Flexibility, discretion and judgement51.3.1Background and introduction51.3.2Concepts of flexibility, discretion and judgement51.3.3Discretion or judgement?62.Directors’ remuneration report82.1Introductory (part 1 of the Regulations)82.2Annual statement (part 2 of the Regulations)103.Annual remuneration report (part 3 of the Regulations)113.1Single total figure of remuneration123.2Total pension entitlements173.3Scheme interests awarded during the financial year183.4Payments to past directors203.5Payments for loss of office213.6Statement of directors' shareholding and share interests223.7Performance graph and table243.8Percentage change in remuneration of alldirectors and all employees253.9Pay ratio information in relation to the totalremuneration of the director undertaking therole of chief executive officer263.10Relative importance of spend on pay283.11Statement of implementation of remuneration policyin the current financial year293.12Consideration by the directors of matters relating todirectors’ remuneration303.13Statement of voting at general meeting31 4.Directors’ remuneration policy (part 4 of the Regulations)334.1Statutory regime334.1.1Restrictions on remuneration and loss ofoffice payments334.1.2Structure and significance of theremuneration policy344.2Introductory354.3Future policy table374.3.1Salary384.3.2Benefits384.3.3Pension394.3.4Short term and long term incentives394.4Notes to the future policy table424.5Non-executive directors424.6Approach to recruitment remuneration434.7Service contracts444.8Illustrations of the application of the remuneration policy454.9Policy on payment for loss of office494.10Statement of consideration of employment conditionselsewhere in the company504.11Statement of consideration of shareholder views515.Appendix521.Timing of accounts or general meetings to approveremuneration policy522.Glossary533.GC100 and investor group members553.1GC100553.2Investors553.3Current secretariat 2025553.4Respondents to consultation on guidance55 In 2013, new UK regulations gave shareholders a binding vote oncompanies’ remuneration policies and introduced a range of newdisclosures. In response to the new reporting regime, the GC100and Investor Group (Group) published directors' remunerationreporting guidance designed to assist companies and theirinvestors in the interpretation of the regulations.It is recognised that the binding vote, and the accompanyingdisclosures, have been successful in increasing the number ofinteractions and engagements between companies and theirinvestors. Indeed, many investors have used the engagementson remuneration matters as an opportunity to raise widergovernance and sustainability matters. Investors also use thedisclosures as an insight into corporate culture.The Group is mindful that the Guidance needs to remain relevantby adapting to evolving best practice and regulatory changes,while also providing clarity and direction on areas of confusion orcontention. Since the first version of the Guidance was publishedin 2013, the Group has made several updates* to respondto regulatory changes and best practice, ensuring that theGuidance remains relevant and useful.Since the last update, the Group reconvened and madefurther changes to bring the Guidance up to date and to reflectevolving best practice. Key changes include new guidanceon the following:ƒEngagement with shareholders and considerationof shareholders’ views.ƒEnvironmental, social and governance measuresin variable pay.ƒConsideration of general workforce pay.ƒPotential windfall gains.The updates also clarify the overlapping requirements of the UKCorporate Governance Code on significant votes against anyresolution, employee consultations and workforce payand conditions.The Companies (Directors' Remuneration and Audit)(Amendment) Regulations 2025 came into force on 11 May2025. These regulations remove some of the SRD II-derivedrequirements from the directors’ policy and remuneration reportregime, which the government said overlap with pre-existingrequirements that still apply. The Guidance has also beenupdated to reflect the changes made by the regulations.Key changes include:For remuneration reports in respect of financial years starting onor after 11 May 2025:ƒThe reports need not include a table showing annual changein salary, benefits and bonus for directors and employees ofthe listed company.ƒThe “single total figure” pay table need not include fixed andvariable pay totals columns.With effect from 11 May 2025:ƒThe remuneration report need not be available onlinefor 10 years.ƒShareholders may approve a payment which is not withinthe remuneration policy instead of having to approve anamendment to the policy to allow this.ƒWhere a deputy CEO is not on the board, the remunerationreport regime no longer applies to them (the regime continuesto apply to a non-boar