Regulating Director Remuneration in UK Quoted Companies: A Critical Evaluation of Effectiveness and Comparative Insights from Other Jurisdictions

A busy high rise office block

The UK’s regime for regulating director remuneration in quoted companies has seen substantial reform in recent decades, driven by ongoing concerns over the gap between rising executive pay and company performance. [1] Despite successive interventions, excessive remuneration persists, casting doubt on the regime’s ability to balance competitive pay with shareholder accountability and corporate integrity. This paper critically evaluates UK law on director pay in quoted companies. It begins by defining core terms and outlining key economic theories, supported by empirical data on prevailing trends. It then traces the historical evolution of governance reforms, explaining the rationale for each pivotal change. Next, it offers a detailed assessment of the current framework - scrutinising shareholder votes, remuneration reports, pay‑ratio disclosures, clawbacks and severance regulation - and highlights structural weaknesses, enforcement gaps and regulatory evasion. Finally, it examines the regime’s normative foundations - whether rewards are distributed justly - and concludes with reforms grounded in economic logic and theories of distributive justice, charting a course toward more accountable, transparent and equitable executive‑pay governance in the UK.

A quoted company is one whose equity share capital is listed on the official list under Part 6 of the Financial Services and Markets Act 2000, officially listed in an EEA State, or traded on the New York Stock Exchange or Nasdaq. [2]  A company qualifies as quoted for a financial year if it holds this status immediately before the end of that accounting period. A director is any person - individual or corporate - [3] who occupies the position of director, whether formally appointed or acting as a de facto director. [4]  Quoted companies must have at least two directors, responsible for managing the company and exercising its powers, typically as set out in the articles of association. [5] Director remuneration includes all forms of compensation for service, such as fees, base salary, bonuses, LTIPs, share options, and pensions. [6]   While common law provides no fee entitlement without express provision or shareholder approval, companies routinely rely on their articles and formal contracts. [7] The Directors’ Remuneration Report discloses all these elements annually. [8]  

Director remuneration can be conceptualised through agency theory. Dispersed share ownership separates ownership from control, as shareholders delegate authority to directors. [9] This creates an informational asymmetry: financial results are observable, but managerial effort is not, enabling agents to pursue private benefit. With limited equity exposure, executives (agents) are insulated from poor performance, shifting risk to shareholders (principals). [10] This dynamic generates agency costs, arising from opportunism and the need for monitoring. [11] Remuneration structures aim to mitigate these agency costs through ‘optimal contracting’. By linking pay to performance - via bonuses, options, and LTIPs, optimal contracts align director and shareholder incentives, while helping to attract and retain competent executives and promote long-term value creation. [12]

Despite optimal contracting, UK executive pay has surged over the past 20 years. From 1998 to 2010, FTSE 100 CEO total pay rose from £1 million to £4.2 million - an annual increase of 13.6% -  while index growth averaged 1.7% and wages rose only 4.7%, increasing pay multiples from 47:1 to 120:1. [13] In 2011, over half of FTSE 100 CEOs received pay rises exceeding 10%, with one-quarter gaining over 41%,, widening the gap between executives and workers. [14]

In the banking sector, greater CEO equity holdings haven’t consistently correlated with performance, undermining agency theory. [15] This asymmetric pay adjustment trend - where executives receive substantial bonuses during strong performance unmirrored in downturns - suggests a ‘ratchet effect’ in remuneration. [16] Pay ratio analysis reinforces this. In 2016, the average CEO–employee ratio was 57:1, ranging from 2:1 to 826:1. [17]  By 2023, FTSE 100 CEOs’ median pay stood at a 103:1 ratio to that of the median full‑time worker. [18] Case studies highlight a widening pay–performance gap - e.g. Kier Group plc’s £1 million CEO bonus amid losses and layoffs,[19] exacerbated by weak internal controls and audit practices. [20]

The evolution of the UK corporate governance regime on director remuneration entailed incremental reforms in response to corporate failures, market pressures, and stakeholder expectations.[21] The modern framework began with the 1992 Cadbury Report, which introduced best practices and the “comply or explain” principle, promoting transparency and accountability, including on executive pay. [22]  It emphasised board independence and executive–non‑executive separation, laying the groundwork for statutory reform. [23] The 1995 Greenbury Report targeted director pay, calling for enhanced disclosure and independent remuneration committees to align pay with performance. [24]  The 1998 Hampel Report consolidated Cadbury and Greenbury into the Combined Code, refined by the 2003 Higgs and Smith reviews, which clarified non‑executive and audit‑committee oversight of pay. [25] Despite these soft‑law reforms, corporate failures persisted. [26] Even though compliance with the UKCGC rose from 36% in 2002 to 66% in 2018, [27] concerns over disclosure and advisory mechanisms were intensified by these failures,[28] prompting calls for stronger shareholder powers. [29]

The ERRA 2013 marked a major shift, requiring quoted companies to hold a triennial binding vote on remuneration policy, alongside an annual advisory vote on implementation. [30]  This dual mechanism aimed to link pay more closely with long-term performance and to curb excessive rewards. Amended CA 2006 provisions and related instruments also mandated detailed disclosure of director pay components and how workforce pay was considered. [31]

Post‑Brexit, the UK reaffirmed these standards despite diverging from SRD II. [32] The FCA enshrined key provisions in the Listing Rules, mandating them for all UK‑listed firms. The regime has thus shifted from voluntary codes to binding law, embedding transparency, performance linkage and shareholder accountability in executive pay. [33]

[34] [35]Under the current UKCGC, boards must delegate remuneration policy to a committee (Remco) composed solely of independent, non-executive directors,[36] explicitly excluding executives from voting. Remco members are cautioned against merely ratchetting up pay absent demonstrable performance linkage.[37] The common-law principle of shareholder approval has been reintroduced incrementally: Premium-listed companies require shareholder consent for share-option schemes and other long-term incentive plans under the Listing Rules,[38] save in “exceptional circumstances” limited to recruitment or retention and subject to disclosure in the next annual report.[39] More fundamentally, the CA 2006 reintroduced an annual Directors’ Remuneration Report in prescribed form[40] and mandatory shareholder votes: a triennial binding vote on the company’s remuneration policy[41] and an annual advisory vote on its implementation.[42] Payments outside an approved policy are void and recoverable on trust[43] and directors authorising such payments may be personally liable unless they acted honestly and reasonably.[44]

[45]Transparency is underpinned by detailed disclosure rules: quoted companies must publish a Directors’ Remuneration Report[46] divided into an unaudited policy section[47] requiring strategic justification and shareholder consultation, and an audited implementation section[48] presenting single-figure totals, year-on-year and peer comparisons, CEO–employee pay ratios,[49] clawback provisions, narrative statements of future policy, and voting outcomes.  Even unquoted companies must disclose aggregate director pay or anonymised details in their accounts,[50] and auditors must report any omission.[51]

[52]Payments for loss of office exceeding contractual or statutory entitlements require shareholder approval and must be disclosed in the DRR, preventing unjustified “golden parachutes.” However, payments deemed contractually due, including those under LTIPs or through notice-period entitlements, fall outside the statutory approval regime, weakening control over excessive severance.  While the CA 2006 does not directly mandate clawback provisions, reporting requirements[53] under the same, alongside the 2008 regulations,[54] CGC[55] and Listing Rules,[56] clawback provisions have become a standard feature of executive remuneration, enabling recovery of misawarded incentives following restatements of financial results or evidence of misconduct.

[57]The UK’s regime thus integrates statutory transparency through DRRs, independent oversight via Remcos, shareholder accountability with binding and advisory votes, and equity measures such as pay ratio reporting and clawback provisions. While substantive caps on pay remain politically and philosophically contentious,[58] the framework’s procedural rigor and multi-stakeholder checks provided an, albeit fragmented, system for aligning executive remuneration with long-term corporate performance and societal expectations. We move to consider the inherent defects within this regime below.

There are six predominant flaws within the current regime. Firstly, a persistent weakness in the UK regime on director remuneration is its limited control over severance arrangements. [59] Although the CA 2006 requires shareholder approval for payments exceeding contractual or statutory entitlements, this safeguard is routinely bypassed where such payments are embedded in service contracts or arise from discretionary bonus or LTIP terms, effectively neutralising shareholder veto. [60] Recognising that contractual entitlements fall outside this approval regime is essential, given it highlights how mere routine structuring can frustrate oversight. [61] Although the DRR requires disclosure of service contracts and severance terms, Remcos retain wide discretion to classify directors as 'good' or 'bad' leavers - discretion frequently criticised as excessive and opaque.[62]  Without a statutory requirement for ex ante shareholder approval of contractual severance terms, the regime’s procedural formality masks substantive enforcement gaps, enabling unjustified enrichment behind a façade of legality. [63]

Secondly, is the limited impact of the advisory “say-on-pay” vote. As noted above, this vote remains non-binding and is frequently disregarded, providing little leverage to curb excessive pay - even where dissent surpasses 20%.[64] Early shareholder revolts, e.g., the 2003 GlaxoSmithKline case, did prompt pay reviews, but sustained resistance has declined, and companies rarely implement meaningful reforms despite dissent exceeding 30%.[65] The absence of guidance on responding to such votes, and the tendency to treat dissent as retrospective rather than directive, further weakens its effect. [66]  Empirical data confirms that shareholder activism has failed to contain rising pay: post-crisis, non-executive, chair, and executive pay continues to climb without evident palpable performance increases as justification. [67] Nevertheless, between 2014 and 2018, every FTSE 100 remuneration policy passed - most with over 90% approval - illustrating both entrenched apathy and exposing the advisory votes nominal value. [68]

Thirdly, although the UK regime mandates pay ratio disclosure within the DRR, requiring "CEO–employee pay ratios", its impact is undermined by superficial engagement and narrative reporting. Few companies meaningfully explain how executive pay aligns with broader policy, often defaulting to existing consultation channels instead of fostering direct workforce dialogue. [69]  The lack of employee or workforce members on Remcos further diminishes the effectiveness of pay ratios, reducing them to a mere compliance tick-box. [70] Decision-makers' scepticism - viewing pay ratios as detached from culture and values - highlights that quantitative disclosure alone cannot address widening pay differentials. [71]  To make pay ratio reporting more impactful, the regime should mandate structured workforce consultations and require companies to provide thematic narrative justifications within the DRR, transforming static figures into tools for more equitable remuneration outcomes. [72]

Fourthly, the regime’s safeguards concerning severance payments is routinely circumvented. While the CA 2006 requires shareholder approval for payments exceeding legal entitlements and mandates DRR disclosure of service contracts and notice periods, best-practice measures - such as caps on contract length and one-year rolling terms - have not curbed excessive severance. [73] In practice, directors typically receive exit payments under pre-existing agreements or LTIP discretions, obviating the need for shareholder votes. [74] This gap between statutory form and commercial substance renders the approval mechanism ineffective and institutional opposition to “payment for failure” largely symbolic. [75]  Unless ex ante shareholder approval is extended to contractual entitlements, this safeguard will remain a procedural façade rather than a real constraint on excessive severance.[76]

Fifthly, while the UK regime has normalised clawback provisions through reporting mandates under the Companies Act 2006, the DRR, the UKCGC and the Listing Rules, its reliance on the Code’s “comply-or-explain” mechanism offers scant enforceability, given mere revision cannot remedy the underlying voluntarism and lack of sanction.[77]  The BEIS audit reform White Paper’s proposal to strengthen clawback through the UKCGC is therefore misguided, particularly when compared to SOX 304 in the US which, while limited to CEO and CFO remuneration linked to restated earnings within 12 months of a misstatement, at least imposes statutory force - though its narrow scope and exclusion of other senior officers diminishes its gross deterrent value.[78]  However, s.954 of the Dodd-Frank Act broadens clawback to any current or former executive officer and extends the look-back to three years, demonstrating that a mandatory, calibrated regime can enhance both fairness and reach.[79]  Voluntary best practices - traced to Greenbury and successive soft-law instruments - have long failed to ensure detailed disclosures or prevent remuneration abuse, as post-scandal corporate failures reveal.[80]  The persistent absence of FCA enforcement against UKCGC breaches further underscores the ineffectiveness of “comply-or-explain”, especially given empirical studies showing firms adhering to the Code in form but not substance.[81]  The UKCGC’s inapplicability to AIM listed companies and smaller listed companies also leaves a significant market segment without clawback safeguards, compounding audit-quality concerns.[82] To avoid replicating SOX’s narrow scope and the UKCGC’s ineffectual voluntarism, a statutory UK clawback regime should mirror Dodd-Frank’s pragmatic model - subjecting all executives implicated in misconduct to multi-year disgorgement, while limiting lower-level exposure to cases of material participation - thus ensuring enforceability and equity.[83]

Finally, the complexity of reporting requirements - and the attendant potential for obfuscation - undermines the regime’s promised transparency.[84] As noted above, the DRR must contain an unaudited policy section with strategic justification and shareholder consultation, and an audited implementation section detailing single-figure totals, annual and peer comparisons, CEO–employee pay ratios, clawback provisions, narrative future policy, and voting outcomes. However, reviews of narrative reporting reveal that while quality has improved, report length and complexity remain uneven, and many companies still fail to clearly link pay structures with performance objectives, aggravating information asymmetry and moral hazards.[85] Stakeholders have urged for concise reports featuring a clear single non-pension figure and explicit links between rewards and outcomes to reduce opacity, or plain obfuscation.[86]  Without mandating this streamlining, procedural complexity risks displacing substantive clarity, entrenching opacity beneath excessive disclosure.[87]

Reform of the UK’s director-remuneration regime must begin with the recognition that incremental tweaks risk entrenching the loopholes this analysis identified.[88] The Government concedes voluntary compliance, and disclosure alone cannot drive the cultural realignment needed to link pay and performance.[89] Genuine accountability requires statutory rigour aligned with coherent economic incentives. Beyond targeted reforms, the regime might trial a stakeholder-led remuneration committee, where independent directors are joined by employee-elected and community representatives, resembling the German Mitbestimmung model.[90]  A complementary mechanism could be a dual-class ‘performance bond,’ escrowing a tranche of senior pay for five years and releasing it only upon verifiable achievement of long-term ESG, sustainability, and workforce-welfare goals.[91]

Any credible reform naturally should be premised upon a coherent theory of distributive justice. A Rawlsian theory legitimises pay gaps only if they benefit the least advantaged - executive rewards should thus enhance employee and societal outcomes. In contrast, Nozick’s entitlement theory opposes intrusive regulation where contracts reflect legitimate property rights. Our proposals synthesise both: anchoring remuneration in fair, ex ante conditions and ensuring any inequality promotes welfare.[92]

First, the shareholder “say-on-pay” mechanism should shift from a symbolic advisory vote to a binding process for core pay elements. Rather than a single triennial vote on complex policy reports, companies would conduct annual binding votes on performance-linked components - bonuses, LTIPs, and exit payments - triggered only when specified thresholds (e.g., shareholder return or ESG targets) are unmet.[93] This model follows the EU’s 2009 Recommendation, advocating for clear, forward-looking pay conditions and shareholder approval.[94] To ensure adaptability, statutory triggers should be non-prescriptive, enabling clawback for “incorrect information” across financial and strategic-report metrics, such as environmental breaches or reputational harm, in line with the Strategic Report Regulations’ emphasis on non-financial disclosures. This flexibility mirrors the Dutch Civil Code art 2:135(8), which allows recovery of bonuses based on any wrongful information.[95] To prevent boards from sidelining dissent, firms should publish a Remuneration Response Statement within sixty days of any vote where 20% or more shareholders withhold support, detailing amendments to policy and metrics for the next cycle.[96]

Second, a statutory clawback regime must replace the unenforceable “comply or explain” practice under the UKCGC.[97]  Primary legislation should mandate clawback of incentive payments and base-salary uplifts where awards are based on inaccurate financial or non-financial information, misconduct, or risk-control failures, with a minimum three-year look-back period, as seen in the US.[98]  Drawing on the Dodd-Frank Act’s s.954, recoupment should apply to any current or former executive officer without proving personal culpability, addressing the imbalance between reward and risk.[99]

Thirdly, a robust enforcement framework is essential. Public regulators, such as the forthcoming Audit, Reporting and Governance Authority, should be given powers to impose civil penalties and mandate award recapture, similar to the SEC’s authority under SOX 304.[100]  Non-executive directors on the remuneration committee should also be empowered to initiate clawback claims, as the Dutch model allows the supervisory board to act when management fails. This dual enforcement model will reduce costly, protracted litigation risks for shareholders.[101] Economically, these reforms address the moral hazard of unlimited executive rewards[102]  by linking bonus and salary reductions to performance misalignment, internalising risk without deterring talent per the optimal contracting approach.[103]  Legally, a uniform statutory regime provides clarity, eliminating the inconsistency of contractual clawbacks and voluntary codes for companies, investors, and courts.

Comparative experience supports this approach. In the US, mandatory clawbacks under SOX and the Dodd-Frank Act led to widespread adoption - Fortune 100 companies with formal clawbacks grew from 17.6% in 2006 to 89% by 2013 - while SEC actions like the Mark Frissora case at Hertz show the deterrent effect of public sanction.[104]  In the Netherlands, the shift from soft-law clawbacks to art 2:135(8) of the Civil Code introduced flexibility and enforceability, enabling bonus recovery based on reasonableness without limiting triggers to financial misstatements.[105] The EU’s Recommendations also balance corporate autonomy with shareholder safeguards.[106]

Practically, these reforms fit the UK’s governance tradition. Boards may resist added risk, but engaging institutional investors and advisers can tailor triggers to preserve competitiveness. Ultimately, binding votes, statutory clawbacks and enforceable triggers will drive a shift toward transparent, equitable director pay.

In conclusion, the UK’s director-remuneration regime has made significant strides, but our analysis shows procedural rigor alone cannot close substantive gaps. Say-on-pay remains symbolic; pay ratios and narrative reports often lapse into boilerplate; clawbacks are voluntary and sector-limited; and severance payments evade shareholder sanction. Without embedding binding, performance-triggered votes, a broad statutory clawback regime, streamlined disclosure, and genuine workforce engagement, the framework risks trading compliance for impact. The proposed reforms - grounded in Rawlsian fairness and Nozickian respect for contracts, informed by US, Dutch and EU precedents, and aligned with the UK’s corporate-governance evolution - offer a path to realigning executive incentives with long-term value and ensuring accountability in both law and practice.

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[1] Department for Business, Energy & Industrial Strategy, 'Corporate Governance Reform: Green Paper' (Green Paper, November 2016), para 1.1

[2] s. 385(1), (2) Companies Act 2006; s. 103(1) Financial Services and Markets Act 2000.

[3] Nothing prohibits a corporate person being a director. However, at least one natural person must sit as director within any company (s.155(1) Companies Act 2006).

[4] s. 250 Companies Act 2006. This definition is identical to the definition within s. 741(1) 1985 Act (now repealed by the 2006 Act). Cf. Roach, Company Law (2nd edn, 2022) s 7.1

[5] S.154(2) Companies Act 2006

[6] Davies PL and others, Gower: Principles of Modern Company Law (10^th edn, Sweet & Maxwell 2016), para. 14-30

[7] Craven-Ellis v Canons Ltd [1936] 2 K.B. 403, [at 409-412]; cf. Diamandis v Wills [2015] EWHC 312, [paras. 82-86, 87-112]; Benedetti v Sawiris [2013] UKSC 50, [paras. 180-201]; (n. 6).

[8] Business, Innovation, & Skills Committee (BIS), 'Shareholder votes on directors’ remuneration' (Impact Assessment, BIS 0341, 9 May 2012), para. 15

[9] John Kong Shan Ho, ‘Time for the United Kingdom to implement statutory clawback provision on directors' remunerations: Lessons and experiences from the United States and Netherlands’ (2023) Journal of Business Law (2) 141

[10] Guido Ferrarini and Maria Cristina Ungureanu, ‘Executive Remuneration: A Comparative Overview II’ (University of Genoa, ECLE, EUSFiL and ECGI Law Working Paper No 814/2024, November 2024) <http://ssrn.com/abstract_id=50125658> accessed 12 April 2025, p.6

[11] Martin Petrin, 'Executive Compensation in the United Kingdom – Past, Present, and Future' (2015) 36 Company Lawyer 195, Issue 7, < https://ssrn.com/abstract=2616495 > accessed 7 April 2025, p.6-7

[12] For more on the optimal contracting approach, see: Alex Edmans et al., in “Executive Compensation: A Survey of Theory and Evidence”, in The Handbook of the Economics of Corporate Governance, volume 1 (2017), 385

[13] (n. 11), p. 3-4

[14] (n. 11), p.3

[15] (n. 10), p.11-12

[16] (n. 7), p. 6. This same ‘ratchet effect’ is otherwise known as ‘downward sticky wages’, an economic theory espoused by John Maynard Keynes. It is a general trend across employment sectors, rather than being limited to executives. In short, wages tend to fall relatively less during economic downturns, than they rise in economic upturns - a market friction - generating sub-optimal outcomes for firms.

[17] House of Commons Library, Corporate Governance Reform (Briefing Paper No 8143, 27 May 2020) <https://researchbriefings.files.parliament.uk/documents/CBP-8143/CBP-8143.pdf> accessed 12 April 2025, p. 30

[18] S J Perkins and S Shortland, 'Reviewing Executive Remuneration Decision-Making and Reporting: Implications for Theory and Practice' (2023) Journal of Organizational Effectiveness: People and Performance https://doi.org/10.1108/JOEPP-08-2023-0334 accessed 12 April 2025, p.1.

[19] Edwin Mujih, 'Corporate Governance Reform and Corporate Failure in the UK' (2021) 42 Company Lawyer 109, 115.

[20] (n. 7), p. 6. This same ‘ratchet effect’ is otherwise known as ‘downward sticky wages’, an economic theory espoused by John Maynard Keynes. It is a general trend across employment sectors, rather than being limited to executives. In short, wages tend to fall relatively less during economic downturns, than they rise in economic upturns - a market friction - generating sub-optimal outcomes for firms.

[21] Worthington S and Agnew S, Sealy & Worthington’s Text, Cases and Materials in Company Law (12th edn, Oxford University Press 2022), p. 302-303

[22] (n. 11), p.8; (n. 21), p.303

[23] (n. 11), p.9; (n. 17), p.5-6

[24] (n.11), p.9; (n.17), p.6

[25] (n. 11), p.9-10; (n. 21), p.303

[26] such as Carillion (2018), BHS (2016), and Thomas Cook (2019)

[27] (n. 19), 110

[28] (n. 19), 110

[29] Tobore O Okah-Avae, 'Recent Developments in Executive Pay Legislation: How Effective Have These Been in Making Executive Pay Fairer?' (2019) 30 International Company and Commercial Law Review, 327, 328

[30] Department for Business Innovation & Skills, Directors’ Remuneration Reforms: Frequently Asked Questions (March 2013), p.4; cf. (n. 11), p.14

[31] (n. 11), p.15, 17; (n. 7), para.5

[32] (n. 10), p. 45

[33] (n. 29), p. 329

[34] This analysis of the current regime heavily adopts and extends the conceptual framework set out in the excellent scholarly work of Gower, Principles of Modern Company Law (n. 6). As a result, the structure of this analysis, and many footnotes, mirror those in the Gower text; to ensure full transparency, each paragraph begins by citing the specific Gower paragraphs from which material is drawn. While this author makes no claim to originality regarding the specific insights of that seminal text, the discussion also incorporates a range of additional, equally illuminating sources not found in the Gower volume, present within the body of this section, as denoted within the footnotes.

[35] (n. 6), paras. 14-75 to 14-81 (Independent Remco; exclude executives; no automatic ratchetting); 14–33 to 14–36 (Shareholder consent for LTIPs & “exceptional circumstances”); 14–37 to 14–38 (DRR in prescribed form; binding & advisory votes); 14–40 to 14–41 (Void payments; trust remedy; personal liability).

[36] Financial Reporting Council, UK Corporate Governance Code (2018) <https://media.frc.org.uk/documents/UK_Corporate_Governance_Code_2018.pdf> accessed 14 April 2025, principles D.1–D.2

[37] (n. 35), principle D.1.

[38] Financial Conduct Authority, FCA Handbook: Listing Rules (as of 1 October 2023) <https://www.handbook.fca.org.uk/handbook/LR/9/8.html> accessed 14 April 2024, LR 9.4–9.4.3.

[39] (n. 37), LR 9.4.2–3.

[40] ss.420, 421(2A), 422A.

[41] s.439A

[42] s.439

[43] s.226E(1)–(3)

[44] s.226E(5)

[45] (n. 6), paras. 14-44 to 14-45 (DRR: unaudited policy & audited implementation); 14-45 to 14-46 (Unquoted: aggregate/anonymised pay; auditor’s reporting duty).

[46] SI 2008/410 Sch.8, as amended by SI 2013/1981 Sch.8.

[47] SI 2013/1981 Pts 4 & 6

[48] SI 2013/1981 Sch.8 Pt 5

[49] As introduced by the Companies (Miscellaneous Reporting) Regulations 2018

[50] s.412(2), (4); SI 2008/410 Sch.5

[51] s.498(4)

[52] (n. 6), paras. 14-33 (Loss-of-office payments need shareholder approval); 14–37 to 14–38 (Clawback standardised by CGC & Listing Rules)

[53] ss.420, 422 CA 2006

[54] SI 2008/410, Sch.8

[55] (n. 36), principle D.1.1

[56] (n. 38), LR 9.8.8

[57] (n. 6), paras. 14–33 to 14–46 (Integration of DRRs, Remcos, votes, pay ratios, clawback)

[58] The philosophical issue is discussed in more detail within the reform proposals section, at the end of this paper

[59] (n. 7), para. 28

[60] (n. 7), para. 30

[61] (n. 7), para. 32

[62] (n. 7), para. 33

[63] (n. 7), para. 35

[64] (n. 7), paras. 20, 24, & 25

[65] (n. 7), paras. 21, & 23

[66] (n. 7), paras. 24, & 25

[67] (n. 9), p. 116-117

[68] (n. 9), p.117

[69] Perkins SJ and Shortland S, ‘Reviewing executive remuneration decision-making and reporting: implications for theory and practice’ (accepted author manuscript, Westminster Research, University of Westminster, 9 January 2024) <https://westminsterresearch.westminster.ac.uk/item/w7718/reviewing-executive-remuneration-decision-making-and-reporting-implications-for-theory-and-practice> accessed 29/04/2025, p. 20

[70] (n. 69), p.20

[71] Ibid

[72] Ibid

[73] (n. 7), para. 31

[74] (n. 7), para. 6

[75] (n. 7), para. 30

[76] (n. 7), para. 32

[77] (n. 9), p. 151

[78] (n. 9), p. 156

[79] Ibid

[80] (n. 9), p. 152

[81] Ibid

[82] (n. 9), p. 153

[83] (n. 9), p. 157

[84] (n. 7), para. 18

[85] (n. 7), paras. 18, & 19

[86] (n. 7), para. 19

[87] (n. 7), para. 18

[88] (n. 12), p. 26

[89] (n. 7), para. 62

[90] Bennet Berger and Elena Vaccarino, ‘Codetermination in Germany: A Role Model for the UK and the US?’ (Bruegel Blog, 13 October 2016) https://www.bruegel.org/blog-post/codetermination-germany-role-model-uk-and-us accessed 29 April 2025

[91] See the following for an explanation of what a performance bond is: Andrew Ancheta, ‘Performance Bond’ Investopedia (12 June 2024) https://www.investopedia.com/terms/p/performancebond.asp (accessed 29 April 2025).

[92] See the following for an expanded explanation the respective theories, specifically sections 3 and 7: Julian Lamont and Christi Favor, ‘Distributive Justice’, in Edward N Zalta (ed), The Stanford Encyclopedia of Philosophy (Winter 2017 edn) <https://plato.stanford.edu/archives/win2017/entries/justice-distributive/>accessed 29 April 2025.

[93] (n. 11), p. 39

[94] (n. 12), p.25-26

[95] (n. 9), p. 145-146

[96] (n. 7), para. 24-25

[97] (n. 9), p.147-148

[98] (n. 9), p. 143

[99] (n. 9), p. 143

[100] (n. 9), p. 142-143

[101] (n. 9), p. 145

[102] (n. 12), p. 52, fn. 87

[103] (n. 9), p. 148

[104] (n. 9), pp. 144-143

[105] (n. 9), pp. 145-146

[106] (n. 11), p. 38