Corporate reporting – guidance published on changes to directors’ remuneration reporting regime

The government has published guidance on the Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025 (Regulations), which clarifies when the changes introduced by the Regulations apply.

The Regulations come into force on 11 May 2025 and remove some of the requirements in relation to directors’ remuneration in the Companies Act 2006 and the Large and Medium-Sized Companies and Groups (Accounts and Report) Regulations 2008 (see our blog post here for more detail on the Regulations).

The Regulations introduce changes to remuneration reports and remuneration policies, and the guidance sets out how companies should transition to the new regime:

• Directors’ remuneration reports – the amendments apply to financial years commencing on or after 11 May 2025. So for companies with a 30 June year-end, the trimmed down reporting requirements will apply to the report published for the financial year commencing on 1 July 2025. For companies with a 31 December year-end, the changes will apply to financial years commencing on 1 January 2026 and so the first remuneration report which will reflect the changes for those companies will be the one published in 2027.
• Directors' remuneration policy – any remuneration policies approved prior to the Regulations coming into force on 11 May 2025 will continue to apply after 11 May 2025 and until the members of the company approve a new policy. Any remuneration policy put to members for their approval on or after 11 May 2025 should be drafted in accordance with the new regime as set out in the Regulations.
• Payments outside an approved remuneration policy – the Regulations allow payments outside an approved remuneration policy to be approved by shareholder vote, rather than requiring a revised policy to first be approved. This change applies from 11 May 2025.
• Website publication – from 11 May 2025, companies will no longer be required to ensure that remuneration reports are kept available on a website for ten years, and instead they will just need to be available on a website until the annual report and accounts for the next financial year is made available.