Effective 1 January 2019, regulation was passed in the Companies (Miscellaneous Reporting) Regulations 2018 that requires companies to include new content in their annual reports. These additional regulations require that companies disclose their executive pay ratios, a statement on how they engage with employees and other stakeholders, and for private companies to explain their governance arrangements.
Many changes have also been made to the director’s remuneration report. Quoted companies with over 250 UK employees now must publish the ratio of their CEO’s total remuneration to the 25th, 50th, and 75th percentile full-time equivalent remuneration of their employees. Meanwhile, all quoted companies will have to include the effect of future share price increases on executive pay outcomes. Additionally, any discretions that have occurred on executive remuneration outcomes reported that year in respect of share price appreciation or depreciation during the relevant performance periods, must be summarised and included in the report.
Section 172(1) of the Companies Act 2006, requires large companies to include a statement describing how the directors address the matters in sections (a) to (f). In this section, large companies are defined as any company with a turnover of more £36 million, a balance sheet of more than £18 million, or have more than 250 UK employees. These large companies must state how the principal decisions taken by the company during the financial year have been affected by their need to foster the company’s business relationships with suppliers, customers and others, and their engagement with employees and how they have regarded employee interests.
With respect to corporate governance, large private and public unlisted companies must state which corporate governance code they apply and how they apply it. If a company does not apply a code, they must publish a statement on the company’s website outlining their reasons for not doing so and the alternative arrangements they have in place for that financial year. Any UK company with 2,000 or more employees globally, with a turnover of more than £200 million, or a balance sheet of over £2 billion must also abide by the new disclosure requirement.
This is a brief summary of the additional reporting requirements from the Companies (Miscellaneous Reporting) Regulations 2018. For further guidance and advice on how your company may be affected by these new regulations contact us.