Below are key takeaways from ISS’ recently released 2025 Proxy Review: United Kingdom. The full report is available to institutional subscribers by logging into ProxyExchange then selecting the Knowledge Center and its Library tab and to corporate subscribers by logging into Compass then selecting Governance and the Governance Library or Governance Exchange tab.
Remuneration trends
Executive pay remained a central focus of investor scrutiny and corporate governance debate. Key themes include:
- Increased dissent on remuneration reports, reversing the recent trend of declining opposition. However, median dissent across the FTSE 350 continued to edge lower. Dissent was attributed to salary increases and perceived disconnects between variable pay outcomes and company performance.
- Continued adoption of hybrid LTIPs, with companies citing international pay competitiveness (particularly relative to the US) as well as pay compression concerns. These plans increasingly combine restricted shares with performance-based awards at board level.
- Strong shareholder support for remuneration policies, including those proposing higher long-term incentive opportunity. Investor backing (typically 95%+) suggests continued acceptance of greater at-risk pay where justified by competitiveness arguments.
- Major UK banks rebalanced pay structures toward variable incentives following the removal of the bankers’ bonus cap in 2023. Shareholders were generally supportive of this shift.
- Increased alignment with the QCA Code, with some companies submitting both remuneration reports and remuneration policies for the first time under the updated guidelines.
Other governance trends
- Director elections remained one of the most contested resolution types, with dissent typically reflecting concerns over remuneration decisions, individual director tenure, or opposition from a significant shareholder.
- Selective dissent on disapplication of pre-emptive rights, though largely driven by company-specific circumstances rather than a broader shift in voting behaviour.
- Ongoing shareholder activism, including requisitioned resolutions from investors such as Saba Capital Management and ShareAction, contributing to continued engagement pressure on boards.
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By:
Tom Inchley, Lea Ramsler, Martin Lin, Chris Osborne
