ACCA P1考試：Remuneration Committee

1 Background

During the 1990s, the issue of directors' remuneration became a primary concern for investors and the public at large, particularly in the UK.

Many public entities were being privatised (e.g. British Telecoms, British Gas, British Airways, British Rail, electricity boards) in the 1980s and early 1990s and their directors started to award themselves significant increases in their compensation packages to bring themselves into line with equivalent private companies in the UK and the US.

However, the performance of most of the companies failed to improve with the business mentality of many of the directors firmly fixed in a public sector mindset. This was exacerbated by directors continuing to award themselves bonuses and pay rises as their companies underperformed and made losses.

Shareholders revolted and the phrase "fat cats" became a common description of the directors.

Consequently, it was recognised that corporate governance issues relating to directors' remuneration needed to be addressed in a more rigorous manner. This led to the establishment of the Greenbury Committee and the subsequent issue of the Greenbury Report (1995) which was then incorporated into the Combined Code (1998).

2 Requirements of The Code

There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors.

The board should establish a remuneration committee of at least three, or in the case of smaller companies, two, independent NEDs.

The committee should have delegated responsibility for setting remuneration for all executive directors and the chairman, including pension rights and any compensation payments.

No executive director should be involved in deciding his or her own remuneration.

The committee should also recommend and monitor the level and structure of remuneration for senior management (e.g. at least the first layer of management below board level).

The terms of reference of the committee, explaining its role and the authority delegated to it by the board, should be made available.

Where remuneration consultants are appointed, a statement should be made available of whether they have any other connection with the company.

2.1 Considered Advantages

Prevents executive directors from setting their own remuneration levels.

Establishes a transparent system for setting executive remuneration levels.

Helps to link objectives and performance-related pay and looks into a balance between short-term and long-term performance elements.

Makes sure that directors are rewarded fairly and according to market standards.

2.3 Principal Duties

In summary, the principal duties of the remuneration committee include:

establishing an organisation's remuneration policy for executive directors;

making recommendations of executive remuneration and its cost to the board;

deciding on the different types of reward;

deciding on the time period within which performance related packages become payable; and guaranteeing the transparency of directors' compensation.