EQ Shareholder Services Industry Monthly Update - September 2023

Analysis of Chief Executive Officer Pay in 2022

The High Pay Centre has issued its latest report following its analysis of Chief Executive Officers (CEO) pay in 2022 based on an analysis of FTSE 350 companies. The report’s findings included:

• The median FTSE 100 CEO was paid £3.91 million in 2022, the highest level since 2017 and a 16% increase from 2021. This is 118 times higher than the median pay for UK workers.
• The median pay for female CEOs was £3.91 million. This is comparable to the median pay of male FTSE 100 CEOs at £3.96 million.
• The median FTSE 250 CEO was paid £1.77 million in 2022, which is a £0.05 million increase on the 2021 figure of £1.72 million.
• Across the FTSE 350 a total of £1.33bn was spent on the pay packages of 570 executives.

The report also includes some comparisons of the pay of UK CEOs with international competitors and noted the following:

• The median FTSE 100 CEO pay is much lower than the median pay of around £12 million accruing to S&P 500 CEOs in the US in 2022 The median market capitalisation of a S&P company was £25.3 billion, compared to £8.3 billion for FTSE 100.
• In Australia, the median CEO pay for ASX100 CEOs was £2.2 million (AUD$3.93 million) in FY22.

The conclusions reached by the report include, among others:

• Companies should be required to include a minimum of two elected workforce representatives on the remuneration committees that set pay at UK-listed companies to inject ‘real world’ perspective into deliberations on executive pay levels,
• Companies should be required to provide more detail about their highest and lowest paid workers rather than at the regime ratios between the CEO and the 75th, 50th and 25th percentile point of their UK employee population.

The survey is available from https://highpaycentre.org

Financial Times/Chartered Governance Institute FTSE350 Boardroom Bellwether

The latest edition of the Financial Times and the Chartered Governance Institute UK & Ireland Boardroom Bellwether has been published based on the opinions of FTSE350 company secretaries.

The key findings include:

• A return of confidence in the global economic outlook although this is tempered by a level of pessimism on the UK economic outlook.
• On diversity and inclusion 94% of respondents reported that their board is gender diverse and 77% consider their board to be ethnically diverse.
• Over four fifths of respondents (81%) believe that increasing reporting requirements are reducing the time available for strategic discussions at board level.
• When considering board succession matters just over half of respondents (55%) answered that their executive pipeline is sufficient to provide a sustainable pool of talented and diverse board members, with 26% stating that it is not.
• Cyber risk has been ranked as the number one risk factor facing companies (ranked third in 2022) with global economic risks and climate change risks in second and third place.
• 62% of boards have discussed climate change at four or meetings over the last year, whilst 15% have discussed it eight or more times.

Full details are available from https://cgi.org.uk

Financial Conduct Authority Engagement Paper - Public Offer Platform

The Financial Conduct Authority (FCA) has published a fifth engagement paper regarding the future of the Prospectus Regime in the UK. The aim of the proposals included in the paper is to propose a new Public Offer Platform for smaller businesses seeking seed funding or growth capital outside of the current market to do so in a proportionate regime.

It is expected that the Platform will likely be directed at retail investors and may extend to non-transferable debt securities.

As part of the proposals, the government may consider if Part 20 of the Companies Act 2006 should be amended to clarify the meaning of a public offer and whether private limited companies must re-register as a public company before making any offers via the Public Offer Platform to avoid being in breach of the prohibition on public offers by private companies.

The Engagement Paper is available from: https://fca.org.uk

Quoted Companies Alliance - QCA Corporate Governance Report

To mark the tenth anniversary of the Quoted Companies Alliance (QCA) Corporate Governance Code a report “The QCA Corporate Governance Code. Good Governance, growing influence” has been published.

The report found that:

• Over 93% of AIM-quoted companies adopt the QCA Code (744/798 companies).
• Over 76% of Aquis Stock Exchange AQSE-quoted companies adopt the QCA Code (74/98 companies).
• Approximately 27% of Standard List companies adopt the QCA Code (71/264 companies).

The report also includes a brief overview of the issues relating to compliance with the QCA Code highlighted in an earlier report from the QCA published in February 2023,The QCA Corporate Governance Code: 10 years on available from https://theqca.com,  and concludes with a reminder that the QCA Code is currently being revised and identifies three areas where adoption of the QCA Code would be of benefit:

• For companies with a market capitalisation of less than £500 million trading on the LSE Main Market’s proposed equity shares in commercial companies (ESCC) single listing category.
• For companies that gain admission to the LSE’s proposed Intermittent Trading Venue - a new market which is intended to bridge the gap between public and private ownership and will act as a gateway for companies to progress from intermittent trading to a full listing.
• For private companies for pre-IPO companies and those that one day aspire to list their shares. The QCA also considers that the new governance code could also be adopted by smaller private companies on a voluntary basis in the same way that some larger private companies choose to follow the Wates Principles.

The full report is available from https://theqca.com

Financial Services and Markets Act 2023

A 278-page set of explanatory notes to the Financial Services and Markets Act 2023 (the Act) prepared by HM Treasury have been published. The notes are designed to  explain what each part of the Act will mean in practice; provide background information on the development of policy; and provide additional information on how the Act will affect existing legislation in this area. There is a recommendation in the explanatory notes that they should be read in conjunction with the Act, are not intended to be a replacement for the Act and do not form part of the Act.

The Financial Services and Markets Act 2023 (Commencement No 2 and Transitional Provisions) Regulations 2023 (SI 2023/936) have been published (the Regulations).

The Regulations amends the Financial Services and Markets Act 2000 following the enactment of the Financial Services and Markets Act 2023 relating to a new regulatory gateway for financial promotion approvals. These amendments will come into force for all purposes on 7 February 2024. However, certain provisions concerning the gateway will come into force on 6 September 2023, for the purpose of enabling the Financial Conduct Authority (FCA) to make rules, and on 6 November 2023, for the purpose of the FCA receiving applications for permission to approve financial promotions made between 6 November 2023 and 6 February 2024.

The Regulations also contain  transitional provisions for reforms made by the Financial Services and Markets Act 2023 relating to financial promotion approvals, the application of new Prudential Regulation Authority accountability requirements to the implementation of banking prudential reforms and applications relating to changes in control under section 178 of the Financial Services and Markets Act 2000.

The Regulations are available from https://legislation.gov.uk