Over the last couple of years we have all been on a journey into the unknown and now we feel like we might have arrived, but…
The government has signaled its intention to change secondary legislation to require mandatory reporting on director remuneration at community interest companies (CICs) later this year.
The move follows the removal of the reporting requirement when the EU Accounting Directive came into force in the UK, stripping back disclosure for small companies.
The Directive reduced the number of disclosures required by small companies and removed the obligation for small companies to report on directors’ remuneration.
The government says that the transposition of the Accounting Directive ‘inadvertently created a gap by removing schedule 3 of the Small Accounts Regulations 2008 in relation to reporting remuneration of directors when a CIC is a small company’.
The amendments will restore the requirement for directors of small CICs to report on their remuneration (pay as well as other benefits). Directors of large CICs will be unaffected.
The government says that although CICs can make and distribute a share of profit, they have a higher duty of transparency than private companies to satisfy their regulatory ‘community interest test’.
Reporting remuneration is important for ensuring the community interest test is met. It has long been accepted practice and satisfies CIC regulatory corporate governance requirements.
The Regulator of Community Interest Companies expects that CICs will continue to provide remuneration information on their annual report (CIC34) for the maintenance of confidence in CICs, as a CIC must satisfy the community interest test.
Within the regulator’s functions is the power to investigate the affairs of a CIC and, if it appears that a CIC is not satisfying the community interest test, the regulator can take enforcement action. One way in which a CIC might be revealed as not satisfying the community interest test is if it is paying an unreasonable level of remuneration to its directors.