Executive Compensation (UK)

In the wake of the financial crisis and the so-called ‘shareholder-spring’ of 2012 (a period during which many shareholders refused to endorse directors’ remuneration policies), the government has introduced new rules on directors’ remuneration reporting. The new rules: (i) increase the compliance burdens regarding the reporting of directors’ remuneration policies; (ii) increase shareholder control over remuneration and termination packages; and (iii) introduce potential personal liability for directors who authorise payments in violation of an approved policy.

These changes bound certain UK-incorporated quoted companies with effect from 1 October 2013. The government estimates that around 900 companies have been affected.
Continue Reading New UK Directors’ Remuneration Reporting Regime

At a recent forum in New York, a team of Covington & Burling LLP lawyers addressed the growing concern among companies that their most valuable assets might just walk out the front door on a thumb drive in an employee’s pocket or otherwise be taken by company insiders.  Although much of the discussion in this country is focused on securing systems from cyber-attacks, Michael Chertoff (former Secretary of Homeland Security and now Senior Of Counsel at Covington) noted that focusing only on attacks from outside a company is like locking a door but leaving a window open. The threat from insiders is substantial, and addressing this threat involves many disciplines, including employee benefits and executive compensation.

Protecting business critical information is not simple.  It involves identifying which information is critical, designating that information confidential, establishing practices, procedures, and policies to maintain confidentiality, and being prepared to address immediately breaches that occur.  Each step implicates several areas of the law, including data security, privacy, intellectual property, white collar crime, employment, employee benefits and executive compensation, corporate and securities, insurance coverage, and crisis management.  For example, the recent White House initiative to combat trade secret theft identified human resources policies as a key area of focus in developing best practices to protect trade secrets. 
Continue Reading Why Is a Benefits Lawyer Talking about Trade Secret Theft?

The UK High Court recently confirmed that incentive pay may be conditioned upon good behavior.  In Imam-Sadeque v BlueBay Asset Management (Services) Ltd [2012] EWHC 3511 (QB), the court concluded that forfeiting incentive pay for bad behavior does not constitute an unlawful penalty.  In that case, an employee and employer had entered into a release agreement under which the employee was deemed a “good leaver,” provided he complied with the terms of his employment contract.  The employee later breached implied obligations of fidelity during his notice by providing confidential information to and otherwise assisting a potential competitor.  The employer refused to grant the employee any unvested awards and the employee sued, claiming among other things that forfeiting unvested incentive awards in such circumstances amounted to an unlawful penalty. 
Continue Reading Forfeiture of Incentive Pay for Violation of Employment Agreement Is Not an Unlawful Penalty, Says UK High Court

In August, the U.K. Financial Services Authority (“FSA”) issued a proposal to implement the requirement in the 2010 Capital Requirements Directive (“CRD III”) that competent local authorities collect information concerning the pay practices of relevant financial services firms.  CRD III requires local authorities to transmit this information to the European Banking Authority (“EBA”) to enable