Companies Act 2014

F431 [ Remuneration report

1110N

1110N. (1) A traded PLC shall prepare a report in accordance with this section providing a comprehensive overview of the remuneration awarded or due, during the most recent financial year, to all of its directors in accordance with a remuneration policy prepared under section 1110M (referred to in this section as a remuneration report ).

(2) The remuneration report shall be clear and understandable and, where applicable, contain the following information regarding each director s remuneration:

( a ) the total remuneration broken down into its various components;

( b ) the relative proportion of fixed and variable remuneration;

( c ) an explanation of how the total remuneration complies with the adopted remuneration policy, including how it contributes to the long-term performance of the traded PLC;

( d ) information on the application of performance criteria;

( e ) the annual change of

(i) remuneration,

(ii) the performance of the traded PLC, and

(iii) average remuneration, on a full-time equivalent basis, of employees of the traded PLC other than directors over the 5 most recent financial years since the coming into operation of the European Union (Shareholders Rights) Regulations 2020, or the 5 most recent financial years in respect of which such information is available, presented together in a manner which permits comparison;

( f ) any remuneration from any undertaking belonging to the same group, as defined in section 274(1) ;

( g ) the number of shares and share options granted or offered, as well as the main conditions for the exercise of the rights including the exercise price and date and any change thereof;

( h ) information on the use of the possibility to reclaim variable remuneration;

( i ) information on any deviations from the procedure for the implementation of the remuneration policy referred to in section 1110M ;

( j ) information on any derogations from the remuneration policy availed of under section 1110M(8) , including an explanation of the exceptional circumstances in question and an indication of the specific elements derogated from.

(3) A traded PLC shall not include in the remuneration report

( a ) special categories of personal data of individual directors, or

( b ) personal data relating to the family situation of individual directors.

(4) Subject to subsection (5) , a traded PLC may process the personal data of directors, which are included in the remuneration report in accordance with this section, for the purpose of increasing corporate transparency as regards directors remuneration with a view to enhancing directors accountability and shareholder oversight over directors remuneration.

(5) Without prejudice to any longer period laid down by any applicable provision of European Union law, a traded PLC shall not make the personal data of directors included in a remuneration report pursuant to subsection (4) publicly available after a period of 10 years from the publication of the remuneration report has expired.

(6) A traded PLC shall cause a vote to be held in general meeting on the remuneration report prepared in respect of the most recent financial year.

(7) When a vote is held under subsection (6) , the traded PLC shall explain in the first remuneration report prepared after the vote how that vote has been taken into account.

(8) ( a ) Subject to paragraph (b) , after a general meeting at which a vote under subsection (6) is held, the traded PLC shall make the remuneration report to which the vote related publicly available on its website, free of charge, for a period of 10 years.

( b ) A traded PLC may keep the remuneration report publicly available on its website for a period longer than 10 years provided that the report does not contain the personal data of directors.

(9) The statutory auditors of a traded PLC, when preparing the report required by section 391 in respect of the traded PLC, shall ascertain whether the traded PLC has, in respect of the financial year immediately preceding the financial year that is the subject of the report, provided the information required under this section and, where the traded PLC has not provided the information required by this section, the statutory auditors shall state that fact in the report.

(10) ( a ) The directors of a traded PLC shall ensure that the remuneration report is prepared and published in accordance with this section.

( b ) Notwithstanding section 1110L(2) , in this subsection directors shall be interpreted in accordance with section 2(1) .

(11) In this section

( a ) other than in subsection (10) , a reference to director includes, in addition to the meaning assigned to that expression by section 2(1) , a reference to

(i) a former director,

(ii) a chief executive officer, where such a position exists in relation to a traded PLC and by whatever name called, and

(iii) a deputy chief executive officer, where such a position exists in relation to a traded PLC and by whatever name called, and

( b ) a reference to remuneration awarded or due includes a reference to all benefits in whatever form awarded or due.

(12) This section, in so far as it relates to a traded PLC, applies to the traded PLC s financial years commencing on or after 10 June 2019. ]

Annotations

Amendments:

F431

Inserted (30.03.2020) by European Union (Shareholders’ Rights) Regulations 2020 (S.I. No. 81 of 2020), reg. 7, in effect as per reg. 1(3).