Remuneration paid to Non-Executive Directors of Public Company - Part 2



Quick Summary
Non-Executive Directors (NEDs) are compensated through sitting fees, profit commissions, and professional service fees. The Companies Act 2013 sets a maximum sitting fee of £100,000 per meeting. Remuneration as a percentage of net profit is capped at 1% if a managing director exists, or 3% otherwise, excluding sitting fees. Amendments allow these percentages to be adjusted with shareholder approval.

Non-executive Directors are directors who are not in whole time employment of the company. These directors are remunerated by payment of sitting fees, commission on profits and fees for rendering professional services. How much sitting fees can be paid to non-executive directors? With respect
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FAQ :

The maximum sitting fee that can be paid to non-executive directors is £100,000 per meeting, including all committee meetings.

If there's a managing or whole-time director, NEDs can receive up to 1% of net profit. In other cases, they can receive up to 3% of net profit. These percentages apply to all NEDs collectively and exclude sitting fees.

Yes, with the approval of shareholders through a special resolution, the percentages for profit-based remuneration can be changed, as per amendments introduced by the Companies (Amendment) Act, 2017.

Yes, a special resolution is required for payment of remuneration in the form of commission as a percentage of profits. If the company has defaulted on payments to creditors, prior approval from them is also needed.

Yes, directors, including non-executive directors, can be paid remuneration either monthly, as a percentage of net profit, or a combination of both.

Following amendments in 2020, companies with no profits or inadequate profits can pay remuneration to all directors, including NEDs, according to Schedule V of the Act, up to specified limits based on the company's effective capital. Sitting fees are always separate and not part of this remuneration.




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