Business Insight

Executive remuneration: From compliance to competitive edge

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    Executive pay isn't just a technical governance issue any more – it is a strategic imperative. In an environment of economic volatility, heightened stakeholder scrutiny, and divergent ESG expectations, remuneration frameworks are under the microscope. Boards that treat pay as a backwards-looking compliance issue risk reputational damage, shareholder dissent and misaligned incentives. Those that get it right can reinforce trust, drive sustainable performance, and position their organisation for long-term success.

    Two imperatives dominate the 2026 agenda. Boards would be well advised to view neither in their rear-view mirrors.

    Sharpening pay-for-performance alignment

    Directors must ensure that reward structures genuinely reflect value creation – not short-term market swings or opaque metrics. Expect investors and proxy advisers to challenge incentive plans that fail to demonstrate a clear link between executive outcomes and strategic delivery. Practical steps include setting performance targets that are ambitious yet credible, embedding transparent disclosure on how outcomes are determined, and stress-testing incentive design against scenarios of economic uncertainty.

    Responding to shareholder activism

    "Say-on-pay" is no longer a procedural voting process; it is a governance flashpoint. Falling below the 80% support threshold commonly signals investor concern and can trigger reputational risk, media scrutiny, and even regulatory consequences. For instance, in Australia, the two-strikes rule remains a stark reminder: ignore shareholder feedback and Boards face the prospect of a "spill" – where the entire Board (except the managing director) must stand for re-election. Globally, expect heightened engagement demands, with investors seeking clarity on rationale and responsiveness to prior dissent. Boards that fail to act risk eroding confidence and destabilising continuity.

    Here's the bottom line: remuneration is a proxy for corporate values and resilience. In 2026, Boards should move beyond defensive compliance to proactive stewardship – designing pay frameworks that incentivise sustainable growth, reinforce accountability, and withstand scrutiny across jurisdictions. Done well, executive remuneration becomes more than a governance obligation; it becomes a competitive differentiator.

    Read about the other Board Priorities for 2026

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    The information provided is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to.
    Readers should take legal advice before applying it to specific issues or transactions.