U.K. 2025 AGM Season Review: Focus on Executive Pay Sharpens Amid New Guidance

Introduction

Remuneration is always a central focus for listed companies, and the focus on pay was much more pronounced than usual during the 2025 AGM season in the U.K. and Ireland – for larger and smaller companies alike.

The increased attention to compensation was at least partly driven by the Investment Association’s Principles of Remuneration, which were published in October 2024 and largely followed by proxy advisors in 2025. These Principles were “simplified to reflect the evolving practices in the market and the expectations of investors” and incorporated some flexibility for companies to align their remuneration arrangements with their business and strategy.

For smaller companies, the 2023 Quoted Companies Alliance (QCA’) Corporate Governance Code became effective for accounting periods beginning on or after April 1, 2024. The first disclosures reflecting the new Code were published in 2025. AIM companies were advised to put forward their remuneration reports and pay policies to shareholder votes (advisory vote required for the report; at least advisory vote in place for the policy, where a binding vote is not mandated1). This review explores the key trends observed during the 2025 AGM season and delves into whether the policy changes had any meaningful impact on companies’ remuneration arrangements. The second section is dedicated to governance and turns the spotlight on AIM companies, including the progress of gender and ethnic diversity among the boards. Finally, the review briefly discusses directors’ information security skills, an area of increasing significance as companies face escalating cybersecurity risks.

Key Takeaways

• FTSE 350 companies continue to enjoy wide support for remuneration policy proposals and no policy resolution has failed in the past five years. Three remuneration report proposals failed during the year, which is broadly consistent with the trend over the same time period.
• As the QCA Code only took effect for a portion of AIM companies in 2025, this year does not yet reflect the full scope of adoption.
• For director elections in larger AIM companies, there is a sharp increase in median dissent on directors’ elections, indicating heightened scrutiny for directors and increased shareholder involvement.
• Gender diversity in larger AIM companies has grown steadily over the past three years; however, the percentage of companies with at least one director from an ethnic minority background remains low.