A “once-in-a-generation” change

On 7 September 2026, the UK Government launched what it calls a “once-in-a-generation” review of UK corporate reporting. Responses are due by 11:59pm on 30 November 2026. This is not a regular annual consultation, it is a broad review of the statutory framework covering financial and strategic reporting, remuneration, governance and shareholder communications.

The consultation promises shorter annual reports and fewer administrative burdens. Its stated aim is to concentrate reporting on “financially material and decision-useful information” for investors and creditors.

That may improve some reports. But the proposed removal of recurring governance and remuneration information risks making good stewardship harder. Investors cannot monitor boards effectively if the information showing how they have exercised judgement, responded to dissent and changed their practices is no longer reported consistently.

UK corporate reporting reform could weaken pay oversight

The remuneration proposals show the problem most clearly.

The UK Government would retain headline executive pay, performance measures and remuneration policy. It proposes removing recurring disclosures covering the work of the remuneration committee, engagement with shareholders and employees, alignment with wider workforce pay, malus and clawback arrangements, responses to significant shareholder dissent and CEO-to-employee pay ratios. It is also consulting on removing the annual advisory vote on the directors’ remuneration report.

These are not all equally useful, and some may warrant simplification. But removing them as a group would leave investors with the outcome of remuneration decisions while providing less information about the process behind them. Some of these matters would remain covered by the UK Corporate Governance Code for companies within its scope. However, removing them from statutory remuneration reporting would make their disclosure less universal and potentially less consistent.

That distinction matters. Total pay provides a number. Committee reporting, dissent disclosures and malus and clawback information help investors judge how the board reached that number, whether safeguards operated and how directors responded when shareholders objected.

The proposed removal of the annual advisory vote is more consequential still. The UK Government argues that the vote consumes shareholder and company resources because remuneration policy already receives a binding vote every three years.

The annual remuneration report vote is also significant in a broader historical context. The UK was among the first major markets to introduce a shareholder "say on pay" vote in 2002 and subsequently strengthened the regime through the introduction of a binding vote on remuneration policy in 2013. These reforms helped establish the UK as an international leader in shareholder oversight of executive pay. Removing the annual vote would therefore represent a notable departure from a governance framework that has influenced remuneration reforms in many other markets.

The two votes do different jobs. The triennial vote approves the policy. The annual vote allows shareholders to judge its implementation. Without that recurring accountability point, investors would have fewer opportunities to distinguish between an acceptable policy and poor decisions made under it.

Shareholders could still vote against remuneration committee members or other directors. That is a blunter form of escalation. Removing the annual vote would not eliminate pay accountability, but it would make the route to expressing concern less direct and less proportionate.

Board discretion is not a substitute for disclosure

The consultation also proposes to replace many prescriptive strategic reporting requirements with a principles-based framework covering business model, performance, resources and relationships, strategy and risk. Explicit requirements relating to environmental matters, employees, social and community matters, human rights, and anti-corruption and anti-bribery would be removed where boards do not consider them financially material.

There is a credible case for reducing boilerplate. More disclosure does not automatically mean better disclosure.

But greater director discretion is not an adequate substitute for comparable reporting. Investors need to identify not only what a board judges to be material, but also what it has excluded from that judgement. When a topic-specific requirement disappears, silence becomes harder to interpret. The issue may be immaterial, poorly governed or simply omitted. Investors may then have to obtain the answer through private engagement, assuming they have sufficient access and resources.

That would favour larger investors able to maintain extensive engagement programmes. Smaller institutions, asset owners and beneficiaries relying on public reporting would receive less consistent information. A reform intended to simplify reporting could therefore widen the information gap between shareholders.

Virtual AGMs and shareholder rights need stronger safeguards

The UK Government also intends to clarify that a virtual location can constitute the “place” of an AGM where shareholders consent. It is seeking views on safeguards, including enhanced consent thresholds, periodic reapproval and dedicated guidance.

Virtual participation can improve access. A fully virtual meeting can also make it easier to control which questions are heard, how follow-ups are handled and whether shareholders can challenge directors in real time.

That risk becomes more important when considered alongside fewer recurring disclosures and the possible removal of the annual remuneration vote. If information is reduced, a voting opportunity is removed and the principal public accountability meeting becomes easier for companies to manage tightly, the cumulative effect is a weaker stewardship environment.

The question is not whether technology should be used. It is whether equivalent shareholder rights will be secured in practice rather than left to company-designed meeting procedures. Minerva has long advocated for a hybrid approach to AGMs, which provide the best of both worlds to shareholders.

“The aim of making annual reports shorter and more useful is welcome, but simplification must not come at the expense of shareholder accountability. Remuneration disclosures and the annual advisory vote help investors understand not only what executives are paid, but how boards reach those decisions and respond to dissent. Weakening those mechanisms, while also making virtual-only annual general meetings easier to adopt, risks reducing both transparency and shareholders’ ability to hold boards to account. The United Kingdom helped pioneer modern ‘say on pay’, so stepping back from these established rights would mark a significant retreat from international best practice and signal a wider shift away from stakeholder governance towards a narrower focus on financial materiality.”

Thomas Bolger, Stewardship Lead, Minerva Analytics

Less reporting does not necessarily mean better reporting

The consultation is right to challenge duplication and reporting that serves no identifiable user. Annual reports should not retain requirements simply because they already exist.

Yet recurring corporate reporting should not be judged only by whether they alter an investment decision in a particular year. Their value lies in continuity, comparability and the discipline created by knowing that decisions must be explained.

Removing a reporting requirement can also remove the behaviour it encourages. A board required to explain its response to shareholder dissent must formally consider that response. A remuneration committee required to describe its engagement creates a public record against which investors can assess subsequent action. An annual vote requires directors to face shareholders on implementation, not merely on policy.

The consultation treats several of these mechanisms principally as reporting costs. For investors, they are an important part of stewardship infrastructure.

What does the UK corporate reporting review measure?

A recurring theme in the consultation is that reporting requirements should justify themselves through their contribution to economic decision-making. The difficulty is that not all corporate reporting requirements were introduced for that purpose.

Some disclosures help investors value companies. Others help shareholders monitor boards. The two functions overlap, but they are not the same. Many of the disclosures proposed for removal fall into the second category. Their value lies in creating visibility over how directors exercise judgement, respond to challenge and implement policy over time.

The consultation does not dismantle shareholder rights. But it does risk weakening the flow of information and accountability mechanisms that make those rights effective in practice.

Minerva intends to respond to this consultation in greater detail before the 30 November deadline. We will return to several of the proposals discussed here, including the implications for stewardship, remuneration oversight and shareholder rights.

‍