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COVID-19: Guidance for Remuneration Committees: balancing reputational risks and legal obligations to senior executives

Posted on 28 April 2020

The High Pay Centre has produced a briefing, which is being heavily reported in the press, drawing attention to the median pay of FTSE 100 CEOs (£3.5m) and the number of FTSE 100 firms which have cut executive pay, or reduced bonus payments (less than half).  In this context we are already beginning to see extensive and highly negative coverage of companies that are seeking to make use of the government's furlough scheme to reimburse wages paid to furloughed staff. Richard Branson is currently bearing the brunt of the negative coverage, but other businesses, particularly those with owners with a high public profile, are also suffering. 

On 27 April The Investment Association (the trade body representing Britain's fund managers) published a series of recommendations in connection with executive pay for Remuneration Committees of listed companies and their advisers to consider.  The language of the document is much softer than the instructions given to the major UK banks by the Prudential Regulation Authority at the end of March; which reflects the fact that the Association cannot force companies to do anything and so the primary issues for listed companies are reputational, not legal.  Companies are free to disregard the Association's advice and carry on regardless, but that approach comes with real risks. 

So what are the key points from The Investment Association's document?

  • If a company has suspended or cancelled its dividend for FY2019, that should be reflected in bonus decisions for executives
  • Where bonuses have already been paid, companies should consider use of malus to reduce the value of the bonus
  • Companies should take care to ensure that share grants made now do not accidentally create a future windfall for executives if share prices recover more generally
  • Companies should consider delaying setting performance conditions for LTIPs until the economic situation becomes clearer.

Of course companies need to balance reputational risks with their legal obligations to senior executives and also the need to maintain a motivated workforce. Finding that balance is going to be one more challenge for companies in the coming months.

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