All companies are required to make certain disclosures about the aggregate remuneration of the directors. Quoted companies are subject to considerably more onerous requirements involving preparation of a directors’ remuneration report including detailed information about each director’s remuneration. According to the Companies Act 2015, Quoted Companies requirement to prepare a remuneration report – containing specified information on the company’s policies and practices on the remuneration of their directors. In addition, the Companies (General) (Amendment) Regulations, 2017 have stated significant disclosure and reporting changes in relation to the compensation and remuneration of directors of listed companies.
A key aspect of the Directors’ Remuneration report is the ‘single figure’ for the remuneration of each director which includes a value placed on share-based payments and pension benefits using calculations prescribed in the regulations. The directors’ remuneration report for a quoted company is split into two parts. In addition to the part dealing with historical remuneration (commonly known as the annual remuneration report), there is a ‘policy report’. This is subject to a binding shareholder vote and a company will be in breach of the law if it pays remuneration to directors outside of the approved policy.
The objective of the workshop is to cover the following topics
1. Background of global trends influencing reforms in Directors Remuneration reporting
2. The Case for Kenyan Quoted companies
3. Highlights of the CMA Code and Mwongozo Codes
4. Directors’ Remuneration policy
5. Drafting the Directors’ Remuneration Report