Directors' remuneration

STOP PRESS: A new version of the UK Corporate Governance Code (UKCG Code) was issued on 22 January 2024 (2024 UKCG Code) and makes limited changes to the current version of the UKCG Code, which was issued in 2018 (2018 UKCG Code). The 2024 UKCG Code will apply to companies with accounting periods beginning on or after 1 January 2025 (with the exception of Provision 29 relating to the requirement for a board declaration in relation to internal controls, which will apply to accounting periods beginning on or after 1 January 2026). For further information, see News Analysis: UK Corporate Governance Code 2024 published—what’s changed?..

Entitlement to remuneration

When considering a director's entitlement to remuneration, it is important to note the distinction between:

•
a director who is not also an employee of the company
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a director who is employed under a service contract with the company entitling the director to a salary and/or other remuneration

Directors are not automatically entitled under the Companies Act 2006 (CA 2006) or otherwise to remuneration, or to reimbursement of expenses incurred, by virtue of their office as directors of

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