2.06 The remuneration report states the Executive Directors' salaries from [date] and also says those salaries have not been decided
UK Company B · a UK-listed technology and logistics group · Presentation point
In brief
[wording masked]' timeline, to which the Remuneration Committee Chair's letter points for the 2026 implementation, gives the Chief Executive Officer's salary as [amount] and the Chief Financial Officer's as [amount] 'As at [date]'. The formal implementation table four pages later says executive pay increases from [date] 'have not yet been determined'. A shareholder voting on the report cannot tell whether salaries from [date] have been fixed at the current level or are still open.
The evidence, as filed
Screenshot withheld to protect the company’s identity: Annual Report 2025, page 134; Annual Report 2025, page 135; Annual Report 2025, page 138. 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 p.135: base salary 'As at [date]' CEO [amount], CFO [amount]; p.138: increases from [date] '[wording masked]'. | What the rule requires One statement for the 2026 salary review in both places: either that salaries from [date] are unchanged at [amounts], or that the review is pending, with the at-a-glance timeline showing the current salary as current (not 'as at [date]'). |
The rule
Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Schedule 8, paragraph 21(1)
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 directors' remuneration report must contain a statement describing how the company intends to implement the approved directors' remuneration policy in the financial year following the relevant financial year.
Why it applies here: the two statements cannot both describe the Committee's position at the report date ([date]); one presents a decision, the other says no decision has been taken.
Why it matters
The statement of how the policy will be applied in 2026 is unclear on the salary element; shareholders voting on the remuneration report at the [date] AGM receive two different messages.
Exposure
Presentation point; no penalty attaches to an inconsistency of this kind, though the FRC may raise clarity of the remuneration report in a review.
Our workings
the Chair's letter says [wording masked] is [wording masked]. That section's timeline prints the base salary 'As at [date]' at the same figures paid in 2025. The statement of implementation in the Annual Report on Remuneration (p.138, column '[wording masked] [date]') says increases from [date] are undetermined.
The statutory statement of how the policy will be implemented in the following year is the p.138 text; the at-a-glance page is a summary of it and should not say more than it.
| Page | What the report says about salary from [date] |
|---|---|
| p.135 timeline | CEO [amount]; CFO [amount] 'As at [date]' |
| p.138 implementation table | increases from [date] 'have not yet been determined' |
Management’s best defence, and our reply
The company would say the timeline simply shows the salary that will be in force on [date] unless and until the Committee decides an increase. It would add that the implementation table is the formal statement under the Regulations, so no reader is misled about any decision. It may also note that the 2024 report used the same 'not yet determined' wording. However, the timeline prints a specific future date beside fixed figures, and the Chair's letter presents that page as the 2026 implementation; a summary that reads as a decision the formal table says has not been taken is an inconsistency the Committee can remove with one line.
The fix
- Align both pages, e.g. p.135: 'Current salary (review from [date] pending): CEO [amount]; CFO [amount]', or state in p.138 that salaries will remain unchanged from [date].
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | The Chair's letter directs readers to the at-a-glance section for the 2026 implementation | Document | Annual Report 2025, page 134 |
| 2 | The at-a-glance timeline states base salaries as at [date] | Document | Annual Report 2025, page 135 |
| 3 | The implementation table says salary increases from [date] are undecided | Document | Annual Report 2025, page 138 |
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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