2.19 The former Chair's [amount] office support allowance is not in the single-figure table, which shows no taxable benefits for him

UK Company B · a UK-listed technology and logistics group · Regulator-style question

QuestionLowInterpretationGovernance, the board's committees and directors' remuneration
Area of the report
Directors' Remuneration Report: Non-Executive Directors' total fees (audited)
Year
Prior-year annual report
Status
Interpretation: Established from the documents; the conclusion rests on a reading of the standard or regulation.
Who acts
Remuneration Committee, Company Secretary
When
Annual Report 2025

In brief

The remuneration report says the former Chair was entitled to an expense allowance of [amount] a year (2023: [amount] for office support costs. The audited table of Non-Executive Directors' pay shows his fees of [n] (GBP thousand) and nothing in the taxable benefits column in either year. If the allowance was paid to him and taxable, the regulations count it as a taxable benefit in the single figure; if it was not (for example, if the company met the office costs directly), the report does not say so.

The evidence, as filed

Screenshot withheld to protect the company’s identity: Annual Report 2024, page 137; Annual Report 2025, page 147; Annual Report 2024, page 131. 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 showsWhat the rule requires
What the annual report shows

Text: '[wording masked] [amount] (FY23: [amount] [wording masked]'. Table: fees [n] (2023: [n]), taxable benefits '–', total [n]. The fee recomputes without the allowance ([n]).

What the rule requires

Either the allowance in the taxable benefits column (with the summary of benefit types that Schedule 8 requires after the table), or a sentence explaining that it was not paid to the Chair or was not chargeable to income tax and how the costs were met.

The rule

SI 2008/410, Schedule 8, paragraph 11(1)(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

“taxable benefits” includes— (a)sums paid by way of expenses allowance that are— (i)chargeable to United Kingdom income tax

SI 2008/410, Schedule 8, paragraph 7(1)(b)

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

in the column headed “b”, all taxable benefits;

Why it applies here: either the allowance was not a taxable sum paid to the Chair, or the single figure leaves it out.

Why it matters

If the allowance was a taxable sum paid to the Chair, his single figure for 2024 is understated by up to [amount] and for 2023 by up to [amount].

Exposure

A question on remuneration-report content; no sanction as it stands. If the allowance proves to be a taxable benefit, the figure would be corrected in the next report.

Our workings

Fact

the report states the allowance and the fee increase to [amount]; the table's taxable benefits column for the Chair is blank in both years.

Our computation

assuming the fee increase took effect on [date], as executive salary changes did, [n] x 8/12 + [n] x 4/12 = [n], which rounds to the [n] shown as fees, so the allowance is not in the fee figure; it would be [n] / [n] = [n]% of his single figure.

Our inference

Schedule 8 counts expense allowances chargeable to income tax as taxable benefits. Which applies depends on facts only the company has, so the point is a question.

StepComputationResult
Chair fee for the year (increase assumed from [date])[n] x 8/12 + [n] x 4/12 = [n][n] (GBP thousand), the fee shown
Allowance as a share of the single figure[n] / [n] = [n]%[n]%
Allowance in GBP million[n] / [n] = [n][n]

Management’s best defence, and our reply

The allowance may be a budget for office support (for example a personal assistant) that the company paid directly or reimbursed against receipts, so that it was neither paid to the Chair nor taxable on him and is not remuneration at all. The company also holds written confirmations that Non-Executive Directors received no other remuneration. However, the report says he was 'entitled to receive' the allowance, which reads as a sum due to him; the regulations treat a taxable expense allowance as a taxable benefit, and the table shows none, so the reader cannot tell which is right. Because the company's explanation may be complete, the point is a question.

The fix

  1. State how the allowance was paid and taxed; if it was a taxable sum paid to the Chair, include it in the taxable benefits column with the benefit-type summary after the table.

Question for the company

Was the [amount] office support allowance paid to the former Chair (or receivable by him), and was it chargeable to income tax? If so, why is it not in the taxable benefits column of the single figure; if not, how were the office support costs met?

Evidence relied on

#What it showsTypeWhere
1The Chair's office support allowance, both yearsDocumentAnnual Report 2024, page 137
2The Chair's annual fee, used to show the fee column excludes the allowanceDocumentAnnual Report 2024, page 137
3Audited table: fees [n] and [n], taxable benefits blank in both yearsDocumentAnnual Report 2024, page 137
4The report relies on items 'referred to in this Report', which includes the allowance sentenceDocumentAnnual Report 2024, page 131

Absence check

Document
Annual Report 2024
Where it would appear
Non-Executive Directors
What is missing
the allowance in the Chair's taxable benefits column, or an explanation that it was not paid to him or was not taxable
Pages looked at
Annual Report [amount].131-137 (Non-Executive Director pay pages, page images)
Result
'expense allowance' and 'office support' appear only in the sentence quoted on p.137; 'expenses allowance' has no hits; 'taxable benefit' appears for the Executive Directors (pp.132-133), in the column heading of the Non-Executive table and in the share-scheme notes; none explains the Chair's allowance.

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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