2.08 The 2025-27 PSP peer group is said to be the same as the 2024-26 group but lists [name], which the 2024-26 list does not
UK Company A · a UK-listed medical technology group · Presentation point
In brief
For the 2025-27 Performance Share Plan (PSP) award the report says the two total shareholder return comparator groups [wording masked] 2024-2026 PSP award'. The [name] list printed for 2025-27 has [n] companies including [company]; the list printed for the 2024-26 award two pages earlier has [n] and no [name]. The 2025 report prints the [n]-name list for both awards.
The evidence, as filed
Screenshot withheld to protect the company’s identity: Annual Report 2024, page 172; Annual Report 2025, page 180; Annual Report 2024, page 160. Their wording or layout could lead back to the company even with names and figures masked; the evidence list below records what each page shows.
What the report shows, and what the rule requires
| What the annual report shows | What the rule requires |
|---|---|
| What the annual report shows 2025-27 [name] peer group: [n] companies incl. [name], described as the same as 2024-26; 2024-26 list: [n] companies. | What the rule requires One list, printed identically wherever the report says the groups are the same, or a statement that [name] was added for the 2025-27 award. |
The rule
SI 2008/410 Schedule 8 paragraph 21(2)(a)
Version relied on: Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410), in force from April 2008, as amended (the directors’ remuneration report Schedule 8 as substituted from October 2013); revised text, legislation.gov.uk
The statement must include, where applicable, the— (a)performance measures and relative weightings for each
Why it applies here: one of the two 2024 lists is wrong; the peer group decides 15% of the PSP vesting (half of the 30% TSR weighting), so the membership matters.
Why it matters
Shareholders cannot tell which companies the 2025-27 award will be measured against, which affects how much of the award can vest.
Exposure
Presentation in the remuneration report; no regulatory consequence expected.
Our workings
page 172 says the comparator groups '[wording masked] 2024-2026 PSP award granted in 2024' and lists [n] names including '[company]' between [name] and [company]. The 2024-26 list on page 160 runs from [name] straight to [company]. The 2025 report's list for the 2024-26 and 2025-27 awards also runs from [name] to [company].
names counted on the images: page 160, 15 + [n] = [n]; page 172, 11 + [n] + 9 = [n].
| List | Count | Names |
|---|---|---|
| 2024-26 [name] peer group | [n] + [n] | [n] |
| 2025-27 [name] peer group | [n] + [n] + 9 | [n] |
| Weight of the [name] group in the PSP | 30% x 50% | 15% |
Management’s best defence, and our reply
The company could say that 'the same' referred to the structure of two equally weighted groups and that [name] was a deliberate addition for 2025-27, or that the 2024-26 list on page 160 simply dropped one name by error. It could add that the 2025 report shows the operative list. However, the 2024 report itself describes the two groups as the same while printing two different lists, and the 2025 report's list for the 2025-27 award has no [name] either, so the inconsistency in the 2024 report stands whichever list is right.
The fix
- Confirm the 2025-27 [name] peer group and print the same list in every place, or state that [name] was added for the 2025-27 award.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | The 2025-27 groups are said to be the same as 2024-26 | Document | Annual Report 2024, page 172 |
| 2 | [name] is in the 2025-27 [name] list | Document | Annual Report 2024, page 172 |
| 3 | The [name] group carries half of the TSR measure | Document | Annual Report 2024, page 172 |
| 4 | TSR is 30% of the 2025-27 PSP | Document | Annual Report 2024, page 172 |
| 5 | The 2024-26 list goes from [name] straight to [company]: no [name] | Document | Annual Report 2024, page 160 |
| 6 | The 2025 report's list for the 2024-26 and 2025-27 awards has no [name] | Document | Annual Report 2025, page 180 |
Prepared by Pramanex from the company’s published annual reports, without the company’s involvement, to show how an annual report review reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other assurance engagement, and not legal advice. A regulator-style question is a question, not a conclusion.
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