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24.—(1) The information required to be included in the directors’ remuneration report by the provisions of this Part must be set out in a separate part of the report and constitutes the directors’ remuneration policy of the company.
[F2(1A) The directors’ remuneration policy must explain the decision-making process followed for its determination, review and implementation, including measures to avoid or manage conflicts of interest and, where applicable, the role of the remuneration committee or other committees concerned except that this explanation need not include information that is elsewhere in the directors’ remuneration report.]
(2) Where a company intends to move a resolution at a meeting of the company to approve a directors’ remuneration policy and it is intended that some or all of the provisions of the last approved directors’ remuneration policy are to continue to apply after the resolution is approved, this fact must be stated in the policy which is the subject of the resolution and it must be made clear which provisions of the last approved policy are to continue to apply and for what period of time it is intended that they shall apply.
(3) Notwithstanding the requirements of this Part, the directors’ remuneration policy part of the report must set out all those matters for which the company requires approval for the purposes of Chapter 4A of Part 10 of the 2006 Act.
(4) Where any provision of the directors’ remuneration policy provides for the exercise by the directors of a discretion on any aspect of the policy, the policy must clearly set out the extent of that discretion in respect of any such variation, change or amendment.
(5) The directors’ remuneration policy (or revised directors’ remuneration policy) of a company in respect of which a company moves a resolution for approval in accordance with section 439A of the 2006 Act must, on the first occasion that such a resolution is moved after 1st October 2013 set out the date from which it is intended by the company that that policy is to take effect.]
Textual Amendments
F1Sch. 8 substituted (1.10.2013) by The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (S.I. 2013/1981), regs. 1, 3, Sch. (with reg. 4)
F2Sch. 8 para. 24(1A) inserted (10.6.2019) by The Companies (Directors Remuneration Policy and Directors Remuneration Report) Regulations 2019 (S.I. 2019/970), regs. 1, 32(1) (with reg. 2)
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