On 2 October 2013, the Financial Reporting Council (‘FRC’) launched a consultation on whether to amend the UK Corporate Governance Code (‘the Code’) in light of the new regime for voting and reporting on executive remuneration. The FRC is consulting on the following three specific proposals:

  • whether the provisions regarding claw-back currently contained in the Code should be extended4;
  • whether non-executive directors who are also executive directors of other companies should sit on the remuneration committee; and
  • what actions companies might take if they fail to obtain at least a substantial majority shareholder vote in support of a resolution on remuneration.

Responses to the consultation are requested by 6 December 2013. The FRC has not yet decided whether, in principle, changes to the Code are required. However, if any changes are ultimately proposed, they will be subject to consultation in the first quarter of 2014. The new Code would then apply to accounting periods beginning on or after 1 October 2014.

FRC Consultation Document: Directors’ Remuneration available at: