Revised 2015 PIRC Guidelines

Tuesday, 26th May 2015

The PIRC''s recently published 2015 UK Shareholder Voting Guidelines replace the previous guidelines and include changes such as:

1. Wording in the previous guidelines regarding PIRC''s usual acceptance of buybacks of up to 15 per cent of the issued share capital of a company have been removed.

2. Directors should consider if it is more appropriate to return capital to shareholders than allocating it within a company.

3. In respect of the UK Corporate Governance Code, a CEO should not become a company''s Chairman and the code should also state that FDs should not be appointed as Chairman of the same company.

4. Non-audit work and excessive tenure can diminish an auditor''s independence.

5. A statement regarding PIRC''s concern over possible conflicts of interest, in setting executive pay, arising where a member of a remuneration committee is also an executive director of another listed company.

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