Companies Act 2014 section 1110N

Remuneration report

Section 1110N requires traded PLCs to prepare and publish a detailed annual remuneration report covering all directors' pay, and sets out the content requirements, data protection rules, shareholder voting obligations, and audit checks that apply to that report.

• A traded PLC must prepare a clear, comprehensive remuneration report each year showing all pay awarded or due to directors, broken down by component and split between fixed and variable elements, with an explanation of how it aligns with the adopted remuneration policy and the company's long-term performance.
• The report must also disclose annual changes in director remuneration, company performance, and average employee pay over the five most recent financial years, together with details of shares and share options granted, any clawback of variable pay, any remuneration from group companies, and any deviations or derogations from the remuneration policy.
• A shareholder vote must be held at the general meeting on the latest remuneration report; the report must then be published free of charge on the company's website for ten years, and directors' personal data in the report may not remain publicly available beyond that ten-year period unless the report is anonymised.
• Statutory auditors must check whether the required remuneration report information was provided for the preceding financial year and must flag any omission in their audit report; the directors are responsible for ensuring the report is properly prepared and published.

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