Commission staff working document - Report on the application by Member States of the EU of the Commission 2009/385/EC Recommendation (2009 Recommendation on directors´ remuneration) complementing Recommendations 2004/913/EC and 2005/162/EC as regards the regime for the remuneration of directors of listed companies Accompanying document to the Report from the Commission to the European Parliament, THE Council, the European Economic and Social Committee and the Committee of the Regions Report on the application by Member States of the EU of the Commission 2009/385/EC Recommendation (2009 Recommendation on directors´ remuneration) complementing Recommendations 2004/913/EC and 2005/162/EC as regards the regime for the remuneration of directors of listed companies {COM(2010) 285 final}
Date: 2010-05-26
Institutions: European Commission
Subjects: audit, board of directors, corporate governance, dissemination of information, economic recession, financial institution, financial services, pay, shareholder, stock-exchange listing

EN 

EN 

   EN 

 
EUROPEAN COMMISSION  

Brussels, 2.6.2010 
SEC(2010) 670 

COMMISSION STAFF WORKING DOCUMENT 

Report on the application by Member States of the EU of the Commission 
2009/385/EC Recommendation (2009 Recommendation on directors´ remuneration) 
complementing Recommendations 2004/913/EC and 2005/162/EC as regards the regime 
for the remuneration of directors of listed companies 

Accompanying document to the 

REPORT FROM THE COMMISSION TO THE EUROPEAN PARLIAMENT, THE 
COUNCIL, THE EUROPEAN ECONOMIC AND SOCIAL COMMITTEE AND THE 
COMMITTEE OF THE REGIONS 

Report on the application by Member States of the EU of the Commission 
2009/385/EC Recommendation (2009 Recommendation on directors´ remuneration) 
complementing Recommendations 2004/913/EC and 2005/162/EC as regards the regime 
for the remuneration of directors of listed companies 

{COM(2010) 285 final} 

EN 

   EN 

 
 
  
 
 
 
 
 
 
 
This Commission staff working document reviews the implementation by Member States of 
the Commission 2009/385/EC1 Recommendation on directors' remuneration. It supplements, 
in a table format, the Report from the Commission on the implementation by Member States 
of the aforementioned Recommendation. 

The  2009  Recommendation  on  directors'  remuneration  invites  Member  States  to  adopt 
measures in four areas: 

(i) 

Structure of remuneration policy2  

This part of the Recommendation is based on the idea that the structure of directors´ 
remuneration,  while  it  remains  primarily  within  the  competence  of  companies  and 
shareholders,  in  consultation  with  employee  representatives  where  appropriate,  should 
promote the long term sustainability of the company and ensure that remuneration is based on 
performance3.  Variable  components  of  remuneration  should  therefore  be  linked  to 
predetermined  and  measurable  performance  criteria,  including  criteria  of  a  non-financial 
nature  which  are  relevant  to  the  company's  long  term  value  creation.  The  variable  part  of 
remuneration should be in proportion to the fixed part. In order to encourage that companies 
withhold variable remuneration in case of underperformance, the variable part should not be 
too  high.  Significant  variable  components  of  remuneration  should  be  deferred  for  a  certain 
period, for example three to five years, subject to performance conditions. Further, companies 
should be able to reclaim variable components of remuneration that were paid on the basis of 
data, which afterwards proved to be manifestly misstated. 

With  regard to termination payments, so-called ´golden parachutes´, it is recommended that 
they are limited to a certain amount or duration, which, in general, should not be more than 
two  years  annual  remuneration  (on  the  basis  of  only  the  fixed  component  of  the  annual 
remuneration). Further, no termination payments should be made if the termination is due to 
inadequate performance, to ensure that termination payments are not a reward for failure and 
that  their  primary  purpose  as  a  safety  net  in  case  of  early  termination  of  the  contract  is 
respected.  

(ii) 

Share-based remuneration4 

To improve pay for performance and promote long term value creation with regard to 
share-based remuneration schemes5 it is recommended that at least a three year vesting period 
applies to shares, and that vesting is made subject to performance conditions. Share options 
and rights to acquire shares or be remunerated on the basis of share price movements should 
be not be exercisable during at least a three year period and the right to exercise them should 
be  made  subject  to  performance  conditions.  In  order  to  prevent  conflicts  of  interest  of 
directors who hold shares in the company, it is recommended that they should be obliged to 
retain a part of the shares until the end of their mandate. 

1 
2 
3 

4 
5 

2009/385/EC, OJ L 120, 15.5.2009, p. 28 
Paragraph 3 of the Recommendation 
Moreover, the Recommendation does not prejudice in any way the autonomy of social partners in their 
collective bargaining. 
Paragraph 4 of the Recommendation 
Schemes under which directors are remunerated in shares, share options or any other right to acquire 
shares or be remunerated on the basis of share price movements. 

EN 

2 

   EN 

 
 
                                                 
(iii)  Disclosure of remuneration policy and shareholders´ vote6 

In  order  to  facilitate  the  shareholders'  assessment  of  the  company's  approach  to 
remuneration  and  strengthen  the  company's  accountability  towards  its  shareholders,  it  is 
recommended that the remuneration statement is clear and easily understandable. Disclosure 
of information relating to the structure of remuneration is also recommended.  

In  order  to  increase  board  accountability,  it  is  recommended  that  shareholders,  in  particular 
institutional investors, should be encouraged to attend general meetings and make considered 
use of their voting rights, including in the field of directors´ remuneration. 

(iv)  Remuneration Committee7 

This  part  of  the  Recommendation  is  intended  to  complement  the  recommendations 
with  regard  to  remuneration  committees  from  the  2005  Recommendation  on  independent 
directors.  Remuneration  committees  have  an  important  role  in  designing  a  company's 
remuneration policy, preventing conflicts of interests and supervising the (managing) board´s 
behaviour  in  relation  to  remuneration.  To  strengthen  the  role  of  those  committees,  it  is 
recommended  that  at  least  one  member  thereof  should  have  expertise  in  the  field  of 
remuneration.  In  exercising  its  functions,  the  Remuneration  Committee  should  exercise 
independent  judgement  and  integrity.  With  a  view  to  independence  and  integrity,  it  is  also 
recommended  that  when  a  remuneration  committee  hires  remuneration  consultants,  it 
exercises  caution  and  ensures  that  the  same  consultants  do  not  advise  the  human  resources 
department of the company or executive or managing directors at the same time.  

With  regard  to  the  role  of  the  Remuneration  Committee  it  is  recommended  that  it  should 
periodically review the remuneration policy with a view to proposing changes to the policy if 
necessary.  It  should  also  ensure  proportionality  between  the  remuneration  of  executive 
directors  and  employees  of  the  company.  Finally,  it  is  recommended  that  it  reports  to  the 
general meeting on the exercise of its functions and its members be present at the meeting for 
that purpose. 

Principles of the 2004 Recommendation8 which are evaluated in this report: 

(v) 

Disclosure of remuneration policy and individual remuneration9 

It  is  recommended  that  shareholders  are  provided  with  a  clear  and  comprehensive 
overview  of  the  company's  remuneration  policy  through  disclosure  of  a  remuneration 
statement10.  Disclosure  of  information  on  the  remuneration  policy  allows  shareholders  and 
investors  to  assess  among  others  the  main  parameters  and  rationale  for  the  different 
components  of  the  remuneration  package  and  the  linkage  between  remuneration  and 

6 
7 
8 
9 
10 

Paragraph 5 and 6 of the Recommendation 
Paragraph 7-9 of the Recommendation 
Recommendation 2004/913/EC OJ L 385, 29.12.2004, p. 55. 
Paragraph 3 and 5 of the 2004 Recommendation 
All listed companies should publish a remuneration statement, which should include the remuneration 
policy  for  the  following  year,  including  information  on  the  breakdown  of  fixed  and  variable 
remuneration,  on  performance  criteria  and  on  the  parameters  for  annual  bonus  schemes  or  non-cash 
benefits, and a report on the implementation of the remuneration policy in the past year. 

EN 

3 

   EN 

 
 
 
                                                 
performance.  Disclosure  further  aims  to  strengthen  the  company's  accountability  to 
shareholders. 

Transparency on individual remuneration allows shareholders to assess remuneration in light 
of  the  performance  of  the  company  and  exercise  oversight  over  the  implementation  of  the 
remuneration  policy.  To  this  end,  the  recommendation  promotes  disclosure  of  individual 
directors' remuneration packages and specifies the details of such disclosure11. 

(vi) 

Shareholders´ vote12 

With a view to increasing shareholder participation in the decisions on directors' pay, 
it  is  recommended  that  the  remuneration  policy  is  put  on  the  agenda  of  the  shareholders’ 
general meeting as a separate item. Thus, the remuneration statement should be subject to a 
vote  which  may  be  either  binding  or  advisory.  This  recommendation  is  based  on  the 
assumption that the debate and vote at the shareholder's meeting is the only efficient way to 
ensure that shareholders can express their views and exert a real influence on the company's 
remuneration policy. 

The tables below indicate the extent to which Member States have followed the requirements 
of the Recommendations. 

11 

12 

Such  as  shares  or  rights  to  share  options  granted  to  them,  contribution  to  supplementary  pension 
schemes, loans, advances or guarantees to each director, etc. 
Paragraph 4 of the 2004 Recommendation  

EN 

4 

   EN 

 
                                                 
Table 1 

Recommendation 3.2 

Structure of remuneration policy 

Award of variable components of remuneration should be subject to predetermined and measurable performance 
criteria. 

Performance  criteria  should  promote  the  long  term  sustainability  of  the  company  and  include  non-financial 
criteria that are relevant to the company´s long term value creation, such as compliance with applicable rules 
and procedures.  

Member 
State 

 Endorsement of recommendation 

AT 

BE 

BU 

Y 

Partly,  ¼  of  variable  remuneration  should  be  based  upon  predetermined  and 
measurable performance criteria over a period of 2 years and another ¼ over 3 years.)  

Partly,  it  is  recommended  that  the  amount  and  criteria  of  remuneration  promote  the 
long term interests of the company. 

(Implementation  of  the  2009  Recommendation  is  foreseen  in  the  legislative 
programme for 2009-2010.) 

CY 

Partly, it is recommended that variable remuneration is subject to performance criteria. 

(A  revision  of  the  Code  is  being  prepared,  which  is  likely  to  recommend  that 
performance criteria promote long term sustainability.) 

Nature  of 
the rule 

C 

L 

C 

C 
(Mandator
y for main 
market) 

CZ 

DE 

DK 

EE 

EL 

ES 

N, but it is recommended that remuneration is aligned with the longer term interests of 
the company. 

C 

Partly, there is no recommendation with regard to non-financial performance criteria.  

C/L 

Partly, there is no recommendation with regard to non-financial performance criteria. 

Partly,  it  is  recommended  that  variable  remuneration  is  subject  to  explicit  and 
predetermined performance criteria.  

(Draft legislation requires performance criteria to promote long term sustainability.) 

N 

C 

C 

NA 

Partly, it is recommended that variable remuneration is subject to performance criteria. 

C 

(Revision  of  the  Code  is  expected  in  2010,  which  is  likely  to  include  this 
recommendation.) 

FI 

N 

NA 

(Revision  of  the  Code  is  expected  in  2010,  which  is  likely  to  include  this 
recommendation.)  

FR 

Partly,  it  is  not  explicitly  recommended  that  performance  criteria  should  be 
predetermined and measurable and they are linked to the medium term. 

C 

HU 

N,  but  it  is  recommended  that  remuneration  does  not  encourage  to  aim  merely  for  C 

EN 

5 

   EN 

short-term share price maximisation 

IE 

N 

(However  it  is  recommended  that  remuneration  reports  of  Irish  listed  companies 
remuneration 
include  a  commentary  on  compliance  with 
recommendations.) 

the  Commission 

IT 

LV 

LT 

LU 

MT 

NL 

PL 

PT 

RO 

SE 

SI 

SK 

Y  

Y 

Partly,  it  is  recommended  that  variable  remuneration  is  linked  to  predetermined  and 
measurable performance criteria. 

Y 

N 

(Implementation of the 2009 Recommendation is currently being considered.) 

Y 

N 

(Revision of the Stock exchange code of best practices is expected in July 2010, which 
will include  the 2004 and 2009 recommendations.) 

Y 

No data received. 

Partly, there is no recommendation with regard to non-financial performance criteria. 

Y 

Partly,  it  is  recommended  that  the  remuneration  committee  makes  proposals  for 
objectives and evaluation criteria which take into account long term interests. 

NA 

C 

C 

C 

C 

NA 

C 

NA 

C 

NA 

C 

C 

C 

UK 

Partly, there is no recommendation with regard to non-financial performance criteria. 

C 

(Revision of the Code is expected in 2010, which is likely to recommend non-financial 
performance criteria.) 

L: mandatory legislative provision 

C: "comply or explain" recommendation 

NA: not applicable 

EN 

6 

   EN 

 
Table 2 

Recommendation 3.3 

Structure of remuneration policy 

Where  a  variable  component  of  remuneration  is  awarded,  a  major  part  of  the  variable  component  should  be 
deferred  for  a  minimum  period  of  time.  The  part  of  the  variable  component  subject  to  deferment  should  be 
determined in relation to the relative weight of the variable component compared to the non-variable component 
of remuneration. 

Member 
State 

 Endorsement of recommendation 

Nature  of 
the rule 

AT 

BE 

BU 

CY 

CZ 

DE 

DK 

EE 

EL 

ES 

FI 

FR 

HU 

IE 

IT 

LV 

LT 

LU 

MT 

NL 

Y 

Y 

N 

N 

(The revised code is likely to include this recommendation.) 

N 

Y 

Y  

N 

(Implementation of this recommendation in the Code is currently being considered.) 

N 

N 

(The revised code is likely to include this recommendation.) 

N 

N 

N 

N 

Y 

N 

Y 

N 

N 

N 

C 

L 

NA 

NA 

NA 

L 

C 

NA 

NA 

NA 

NA 

NA 

NA 

NA 

C 

NA 

C 

C 

NA 

NA 

EN 

7 

   EN 

PL 

PT 

RO 

SE 

SI 

SK 

UK 

N 

Y 

No data received. 

Y 

Y 

N 

N, but it is recommended that the board considers using long term incentive schemes 
and deferred remuneration does not vest in less than three years.  

NA 

C 

NA 

C 

C 

NA 

C 

Evaluation criteria: Y: it is required or recommended on a “comply or explain” basis that (a major part of) the 
variable  remuneration  is  awarded  on  the  basis  of  multi-year  performance  criteria,  or  the  awarded  variable 
remuneration is blocked for at least one year, subject to the fulfilment of performance criteria at the end of the 
blocking period.  

L: mandatory legislative provision 

C: "comply or explain" recommendation 

NA: not applicable 

EN 

8 

   EN 

 
Table 3 

Recommendation 3.4 

Structure of remuneration policy 

Contractual  arrangements  with  executive  or  managing  directors  should  include  provisions  that  permit  the 
company  to  reclaim  variable  components  of  remuneration  that  were  awarded  on  the  basis  of  data  which 
subsequently proved to be manifestly misstated. 

Member 
State 

 Endorsement of recommendation 

Nature  of 
the rule 

AT 

BE 

BU 

CY 

Y 

N, but disclosure of clawback provisions is required. 

N 

N 

(The revised code is likely to include this recommendation.) 

CZ 

N 

(A draft amendment of the Commercial Code includes similar requirements.) 

DE 

DK 

EE 

EL 

ES 

FI 

FR 

HU 

IE 

IT 

LV 

LT 

LU 

MT 

NL 

Y 

Y 

N 

(Draft legislation gives companies the possibility to claw back.) 

N 

N  

(The revised code is likely to include this recommendation.) 

Y 

Y 

N 

N 

N  

N 

Y 

N 

N 

Y 

C 

L 

NA 

NA 

NA 

L 

C 

NA 

NA 

NA 

L 

L 

NA 

NA 

NA 

NA 

C 

NA 

NA 

C 

EN 

9 

   EN 

PL 

PT 

RO 

SE 

SI 

SK 

UK 

N 

N 

No data received. 

Y 

Y 

N 

N 

NA 

NA 

NA 

C 

L 

NA 

NA 

(A revision of the Code is being prepared, which likely includes this recommendation.) 

Evaluation  criteria:  Y:  it  is  required  or  recommended  on  a  “comply  or  explain”  basis  that  companies  include 
provisions  in  contracts  with  directors,  which  permit  the  company  to  reclaim  variable  components  of 
remuneration that were awarded on the basis of data which subsequently proved to be manifestly misstated, or 
the applicable legislative framework generally offers the possibility to reclaim payments (of any kind) made on 
the basis of incorrect data or conditions which were not fulfilled.  

L: mandatory legislative provision 

C: "comply or explain" recommendation 

NA: not applicable 

EN 

10 

   EN 

 
Table 4 

Recommendation 3.5 

Structure of remuneration policy 

Termination payments should not exceed a fixed amount or fixed number of years of annual remuneration, which 
should,  in  general,  not  be  higher  than  two  years  of  the  non-variable  component  of  remuneration  or  the 
equivalent thereof.  

Termination payments should not be paid if the termination is due to inadequate performance. 

Member 
State 

 Endorsement of recommendation 

Nature  of 
the rule 

AT 

BE 

BU 

CY 

CZ 

DE 

DK 

EE 

EL 

ES 

Partly,  it  is  recommended  that  termination  payments  are  limited  to  2  years  of  total 
remuneration. 

Partly,  it  is  recommended  that  termination  payments  are  limited  to  12-18  months  of 
total remuneration. In case of inadequate performance, termination payment is limited 
to 12 months of fixed remuneration. 

N 

N 

(The revised code is likely to include this recommendation.)  

N,  but  it  is  recommended  that  termination  payments  following  poor  performance 
should not be excessive. 

Partly,  it  is  recommended  that  termination  payments  are  limited  to  2  years  of  total 
remuneration. 

Partly,  there  is  no  recommendation  with  regard  termination  payments  in  case  of 
inadequate performance. 

Partly,  it  is  recommended  that  termination  payments  are  connected  to  the  prior 
performance of directors and are not paid if this would harm the interests of the issuer. 

(Draft  legislation  stipulates  that  termination  payments  should  not  be  paid  if  the 
termination is due to inadequate performance.) 

N 

N 

(The revised code is likely to include this recommendation.) 

FI 

N 

C 

C 

NA 

NA 

C 

C 

C 

C 

NA 

NA 

NA 

(The revised code is likely to include a similar recommendation.) 

Partly,  it  is  recommended  that  termination  payments  are  limited  to  2  years  of  total 
remuneration and are linked to predetermined performance criteria. 

C/L 

N 

Y  

NA 

C 

FR 

HU 

IE 

EN 

11 

   EN 

IT 

LV 

LT 

LU 

MT 

NL 

PL 

PT 

RO 

SE 

SI 

SK 

UK 

Partly, it is recommended that termination payments are limited to a fixed amount or 
number of years of annual remuneration, but the number of years may be higher than 
two. 

C 

(The revised code is likely to include this recommendation.)  

N 

Y 

Y 

N 

Y 

N 

Partly, it is required that termination payments do not exceed the amount that would 
presumably  be  paid  until  the  end  of  the  mandate,  unless  termination  is  due  to  the 
directors´ fault, in which case no termination payment is to be paid.  

No data received. 

Partly,  there  is  no  recommendation  with  regard  termination  payments  in  case  of 
inadequate performance. 

Y 

N 

Y  

NA 

C 

C 

NA 

C 

NA 

C/L 

NA 

C 

C/L 

NA 

C 

L: mandatory legislative provision 

C: "comply or explain" recommendation 

NA: not applicable 

EN 

12 

   EN 

 
Table 5 

Recommendation 4.1 

Share-based remuneration 

Shares should not vest for at least three years after their award.  

Share options or any other right to acquire shares or to be remunerated on the basis of share price movements 
should not be exercisable for at least three years after their award. 

Recommendation 4.2 

Vesting  of  shares  and  the  right  to  exercise  share  options  or  any  other  right  to  acquire  shares  or  to  be 
remunerated  on  the  basis  of  share  price  movements,  should  be  subject  to  predetermined  and  measurable 
performance criteria. 

Member 
State 

 Endorsement of recommendation 

Nature  of 
the rule 

AT 

BE 

BU 

CY 

CZ 

DE 

DK 

EE 

EL 

ES 

4.1 Y 

4.2 N 

Y 

N 

4.1 Partly, there is no recommendation with regard to vesting period of shares. 

4.2 N 

(The revised code is likely to include these recommendations.) 

N 

4.1 Y 

4.2 N 

Y 

N 

(Implementation of these recommendations in the Code is currently being considered.) 

N 

N  

(The revised code is likely to include these recommendations.) 

FI 

N 

(The revised code is likely to include recommendation 4.2.) 

NA 

C/L 

NA 

C 

NA 

C/L 

C 

NA 

NA 

NA 

NA 

FR 

4.1  Partly,  a  minimum  vesting  period  of  two  years  is  recommended  for  shares,  no 
restriction is recommended with regard to exercise of share options. 

L/C 

4.2 Y 

EN 

13 

   EN 

HU 

IE 

IT 

LV 

LT 

LU 

MT 

NL 

PL 

PT 

RO 

SE 

SI 

SK 

UK 

N 

Y 

Y  

N 

Y 

4.1 Partly, no restriction is recommended with regard to exercise of share options. 

4.2 N 

N 

4.1 Partly, there is no recommendation with regard to vesting period of shares. 

  However, all awarded shares are subject to a 5 year retention period. 

4.2 N 

N 

Y, in sofar as share-based remuneration is a part of variable remuneration. 

No data received. 

4.1 Partly, no restriction is recommended with regard to exercise of share options. 

4.2 N 

4.1 Y 

4.2 N 

N 

Y 

NA 

C 

C 

NA 

C 

C 

NA 

C 

NA 

C 

NA 

C 

C 

NA 

C 

Evaluation criteria as regards Recommendation 4.2: Y: it is required or recommended on a “comply or explain” 
basis  that  vesting  of  shares  and  attribution  of  the  right  to  exercise  share  options,  after  their  initial  award,  is 
subject to predetermined and measurable performance criteria. The recommendation does not address the initial 
award of shares and share options and whether this is subject to performance criteria. 

L: mandatory legislative provision 

C: "comply or explain" recommendation 

NA: not applicable 

EN 

14 

   EN 

 
Table 6 

Recommendation 7.1 

Remuneration Committee 

At least one of the members of the remuneration committee should have knowledge of and experience in the field 
of remuneration policy. 

Member 
State 

 Endorsement of recommendation 

Nature  of 
the rule 

AT 

BE 

BU 

CY 

CZ 

DE 

DK 

EE 

EL 

ES 

FI 

FR 

HU 

IE 

IT 

LV 

LT 

LU 

MT 

NL 

Y 

Y 

N 

N 

N 

N 

Y 

N 

N 

N 

C 

L 

NA 

NA 

NA 

NA 

C 

NA 

NA 

NA 

(The revised code is likely to include this recommendation.) 

N,  but  it  is  recommended  that  a  person  elected  to  the  board  has  the  qualifications 
required by his duties. 

C 

(The revised code is likely to include this recommendation.) 

N 

N 

N 

N, but it is recommended that at least one member of the Remuneration Committee has 
expertise in the field of finance.  

N 

Y 

N,  but  it  is  recommended  that  the  Remuneration  Committee  has  access  to  the 
necessary skills and means to effectively fulfil its role. 

N 

N,  but  it  is  recommended  that  each  supervisory  board  member  has  the  required 
specific expertise to fulfil the duties assigned to the role designated to him. 

NA 

NA 

NA 

NA 

NA 

C 

C 

NA 

C 

EN 

15 

   EN 

PL 

PT 

RO 

SE 

SI 

SK 

N, but it is recommended that each supervisory board member has sufficient expertise 
and experience to perform his duties. 

Y 

No data received. 

N, but it is recommended that appropriate knowledge and experience of remuneration 
issues is to exist amongst the members of the Remuneration Committee. 

Y 

N, but it is recommended that the composition of the Remuneration Committee takes 
into account the qualifications required for due fulfilment of their functions.  

UK 

N 

L: mandatory legislative provision 

C: "comply or explain" recommendation 

NA: not applicable 

C 

C 

NA 

C 

C 

C 

NA 

EN 

16 

   EN 

 
Table 7 

Recommendation 8.1 

Remuneration Committee 

The  Remuneration  Committee  should  periodically  review  the  remuneration  policy  for  executive  or  managing 
directors, including the policy regarding share-based remuneration and its implementation. 

Member 
State 

 Endorsement of recommendation 

Nature  of 
the rule 

AT 

BE 

BU 

CY 

CZ 

DE 

DK 

EE 

EL 

ES 

FI 

FR 

HU 

IE 

IT 

LV 

LT 

LU 

MT 

NL 

PL 

PT 

Y 

N 

N 

N 

(The revised code is likely to include this recommendation.)  

N 

Y 

N 

N,  but  the  supervisory  board  should  regularly  review  the  remuneration  policy  for 
management. 

N 

N 

(The revised code is likely to include this recommendation.) 

Y 

N 

N 

N 

Y 

N 

Y 

N 

N 

Y 

N 

N 

C 

NA 

NA 

NA 

NA 

C 

NA 

NA 

NA 

NA 

C 

NA 

NA 

NA 

C 

NA 

C 

NA 

NA 

NA 

NA 

NA 

EN 

17 

   EN 

RO 

SE 

SI 

SK 

UK 

No data received 

Partly, it is recommended that the Remuneration Committee evaluates programmes for 
variable remuneration for the executive management. 

Y 

N 

N 

NA 

C 

C 

NA 

NA 

Evaluation  criteria:  Y:  it  is  required  or  recommended  on  a  “comply  or  explain”  basis  that  the  Remuneration 
Committee regularly reviews the adopted remuneration policy, with a view to possibly proposing amendments. 
This  task  is  separate  from  the  Remuneration  Committee´s  task  to  submit  proposals  with  regard  to  the 
remuneration policy before its adoption or to monitor compliance with/application of the adopted remuneration 
policy. It is also separate from the task to monitor or evaluate the functioning of the (management) board.  

L: mandatory legislative provision 

C: "comply or explain" recommendation 

NA: not applicable 

EN 

18 

   EN 

 
Table 8 

Recommendation 9.2 

Remuneration Committee 

When  using  the  services  of  a  consultant  with  a  view  to  obtaining  information  on  market  standards  for 
remuneration systems, the remuneration committee should ensure that the consultant concerned does not at the 
same  time  advise  the  human  resources  department  or  executive  or  managing  directors  of  the  company 
concerned. 

Member 
State 

 Endorsement of recommendation 

Nature  of 
the rule 

AT 

BE 

BU 

CY 

CZ 

DE 

DK 

EE 

EL 

ES 

Y 

N 

N 

N 

(The revised code is likely to include this recommendation.) 

N 

Y 

Y 

N 

N 

N 

(The revised code is likely to include this recommendation.) 

FI 

N 

(The revised code is likely to include this recommendation.) 

FR 

HU 

IE 

IT 

LV 

LT 

LU 

MT 

N 

N 

N, but it is recommended to disclose whether consultants have other connections with 
the company. 

N, but it is recommended that the Remuneration Committee ensures that the consultant 
is not in a situation which could impair his independence. 

(The revised code is likely to include this recommendation.) 

N 

Y 

N 

N 

C 

NA 

NA 

NA 

NA 

C 

C 

NA 

NA 

NA 

NA 

NA 

NA 

C 

C 

NA 

C 

NA 

NA 

EN 

19 

   EN 

 
NL 

PL 

PT 

RO 

SE 

SI 

SK 

UK 

Y 

N 

Y 

No data received. 

N,  but  it  is  recommended  that  the  Remuneration  Committee  ensures  that  there  is  no 
conflict of interest regarding other assignments that a consultant may have. 

Y 

N 

N, but it is recommended to disclose other services that the consultant has provided to 
the company.  

C 

NA 

C 

NA 

C 

C 

NA 

C/L 

L: mandatory legislative provision 

C: "comply or explain" recommendation 

NA: not applicable 

EN 

20 

   EN 

 
Table 9 

Disclosure of the remuneration policy and individual remuneration 

Recommendation 3.1 of 2004 Recommendation 

Each listed company should disclose a statement of the remuneration policy of the company. It should be part of 
an independent remuneration report and/or be included in the annual accounts and annual report or in the notes 
to  the  annual  accounts  of  the  company.  The  remuneration  statement  should  also  be  posted  on  the  listed 
company´s website.  

Recommendation 5.1 of 2004 Recommendation 

The total remuneration and other benefits granted to individual directors over the relevant financial year should 
be disclosed in detail in the annual accounts or in the notes to the annual accounts or, where applicable , in the 
remuneration report. 

 Endorsement of recommendation 

Nature  of 
the rule 

Member 
State 

AT 

BE 

BU 

Y 

Y 

3.1 N 

5.1 Y 

CY 

Y 

(Although the provision is included in the Code, it is compulsory for the main market 
and the shipping companies market.) 

CZ 

DE 

DK 

EE 

EL 

ES 

FI 

FR 

HU 

3.1 Y 

5.1 N 

3.1Y 

5.1  Y,  except  when  the  AGM  with  a  ¾  majority  has  decided  that  disclosure  of 
individual remuneration is not necessary. 

Y 

Y 

N 

Y 

(A draft bill regulates disclosure of remuneration policy and individual remuneration.) 

Y 

Y 

Y 

C/L 

C/L 

C 

C  

C/L 

C/L 

C 

C 

NA 

C 

C 

L 

C/L 

EN 

21 

   EN 

 
IE 

IT 

LV 

LT 

LU 

MT 

NL 

PL 

PT 

RO 

SE 

SI 

SK 

UK 

Y (Regulated in the Code and listing rules) 

3.1 N (A draft bill regulates disclosure of remuneration policy.) 

3.2 Y 

Y 

Y 

No data received. 

3.1 Y 

5.1 N 

Y 

3.1 N 

5.1 Y 

Y 

No data received. 

Y 

Y 

Y 

Y 

C 

L 

C 

C 

NA 

C 

C 

L 

C/L 

NA 

L 

C/L 

C/L 

C 

Evaluation criteria as regards Recommendation 3.1: Y: it is required or recommended on a “comply or explain” 
basis  that  the  company  discloses  a  statement  of  its  remuneration  policy.  In  this  evaluation  is  not  included 
application of Recommendations 3.2 and 3.3 from the 2004 Recommendation on the content of the remuneration 
statement by the Member States.  

L: mandatory legislative provision 

C: "comply or explain" recommendation 

NA: not applicable 

EN 

22 

   EN 

 
Table 10 

Recommendation 4.2 of 2004 Recommendation 

Shareholders´ vote 

Without  prejudice  to  the  role  and  organisation  of  the  relevant  bodies  responsible  for  setting  directors´ 
remunerations, the remuneration statement should be submitted to the annual general meeting of shareholders 
for a vote. The vote may be either mandatory or advisory. . 

Member 
State 

AT 

BE 

BU 

 Endorsement of recommendation 

N 

Y, binding vote on remuneration report. 

Partly, a binding shareholder vote on remuneration amounts and criteria with regard to 
board members is recommended for companies with a one tier board structure. 

CY 

Y, binding vote on remuneration report. 

Nature  of 
the rule 

NA 

L 

C 

C 

(Although the provision is included in the Code, it is compulsory for the main market 
and the shipping companies market.) 

Y, the law requires a binding vote on actual remuneration of directors while the Code 
recommends that shareholders can express their views on remuneration policy. 

C/L 

CZ 

DE 

DK 

EE 

EL 

ES 

FI 

FR 

HU 

IE 

IT 

N 

LV 

LT 

EN 

Y, but the (advisory) vote relates to the remuneration policy only. 

Partly,  binding  vote  on  actual  remuneration  of  supervisory  directors  and  general 
guidelines of incentive pay. 

N 

Partly, binding vote on actual remuneration of directors. 

Y, advisory vote on remuneration report. 

(A draft bill regulates the advisory shareholders´ vote.) 

Partly, binding vote on actual remuneration of directors. 

Y, binding vote  on remuneration report,  although  the vote  is  included  in  the  vote on 
the annual report.  

Y, but the (binding or advisory) vote relates to the remuneration policy only. 

Y, advisory vote on remuneration report  

(Regulated in a Recommendation from the Irish Stock Exchange, which applies on a 
comply basis.) 

(A draft bill regulates the shareholders´ vote.) 

Y, binding vote on remuneration policy and actual remuneration of directors. 

Y, binding or advisory vote on remuneration statement. 

L 

L 

NA 

L 

C 

L 

L 

C/L 

* 

NA 

L 

C 

23 

   EN 

LU 

MT 

NL 

PL 

PT 

RO 

SE 

SI 

SK 

No data received. 

NA 

N, but shareholders should determine, from time to time, the remuneration of directors.  L 

Y,  binding  vote  on  remuneration  policy  and  actual  remuneration  of  supervisory 
directors. 

C 

N 

Y, binding vote on remuneration statement. 

No data received. 

Y, binding vote on remuneration policy. 

N 

Partly,  it  is  recommended  that  shareholders  have  the  possibility  to  discuss  the 
remuneration  policy  and  have  a  binding  vote  on  long  term  incentive  plans.  The  law 
requires  a  binding  shareholder  vote  on  remuneration  policy  unless  the  articles  of 
association stipulate that the supervisory board decides on remuneration policy. 

NA 

L 

NA 

L 

NA 

C/L 

L 

UK 

Y, advisory vote on remuneration report. 

Evaluation criteria: Y: it is required or recommended on a “comply or explain” basis that shareholders can vote 
in a binding or advisory way on the remuneration report or statement, which includes the remuneration policy for 
the coming year and a report on how this policy has been applied in the previous year or a resolution on actual 
remuneration of directors.  

L: mandatory legislative provision 

C: "comply or explain" recommendation 

NA: not applicable 

*: other 

EN 

24 

   EN