Effective director remuneration must not distract a director from fulfilling his/her fiduciary duty while avoiding potential conflicts of interest. In addition, it must recognise the different demands made on an individual director’s time due to the combination of roles that the director may take on behalf of the board and shareholders. Lastly, the right balance must be struck between the demands for attracting and retaining the best qualified directors given the size and complexity of the company’s operations and the need for overall fees to be reasonable.
Additionally, given that director remuneration reviews are sometimes relatively infrequent, the outcomes may result in the board seeking shareholder approval of a sizable lift in the maximum fees that can be paid. As a result, it may be important to test the need for remuneration changes with the views of significant shareholders.
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