Governance element	Principle/s	Summary recommendation/s	Difference to King II
Chapter 2. Boards and directors
Remuneration of directors and senior executives	2.25. Companies should remunerate directors and executives fairly and responsibly	Companies must adopt remuneration policies that create value for the company over the long term. Short-term and long-term performance-related awards must be fair and achievable. The remuneration committee should assist the board in setting and administering remuneration policies. Annual bonuses: Should clearly relate to performance against annual objectives consistent with long-term value for shareholders Should be reviewed regularly to ensure that they remain appropriate.	The provisions in King III are more prescriptive than the general wording included in King II. For example, King II stated that performance-related elements of remuneration should constitute a substantial portion of the total remuneration of executives.
		Share-based and other long-term incentive schemes: Participation should be restricted to employees and executive directors. The chairman and other non-executive directors should not receive share options or other incentive awards geared to share price or corporate performance Vesting of rights, whether settled in cash or shares, should be based on performance conditions measured over a period appropriate to the strategic objectives of the company. This should be not less than three years Where performance conditions are not met, they should not be re-tested in subsequent periods Regular annual grants of awards is desirable There should be no re-pricing or surrender and re-grant of share options which are ‘underwater’	As regards the granting of share options to non-executive directors, King II stated that it should be left to the shareholders’ discretion and approval. Detailed provisions relating to share-based and long-term incentive schemes were not included in King II. King II stated that the re-pricing of share options should be subject to shareholder approval.
		There should be no automatic waiving of performance conditions on a change of control, a capital reconstruction or termination of employment. It may be appropriate to pro-rate the benefit both for time and performance On termination of employment, where early vesting is deemed to be appropriate, vesting should be dependant upon the extent to which performance conditions have been met over the period, as well as the time served.
	2.26. Companies should disclose the remuneration of each individual director and certain senior executives	Full disclosure of remuneration paid to each executive director and non-executive director must be made. Details should be provided of base pay, bonuses, share-based payments, granting of options or rights, restraint payments and all other benefits. Disclosure of the maximum and expected potential dilution that may result from incentive awards granted in the current year is also required. In addition, this information must also be disclosed for the three most highly-paid employees who are not directors in the company. The company’s annual remuneration report must explain the remuneration policies followed throughout the company and explain the strategic objectives that the policies seek to achieve. The remuneration report must also explain the company’s policy on base pay and the use of appropriate benchmarks.	King II required full disclosure of remuneration paid to directors on an individual basis. This requirement has been extended under King III to certain senior employees. King II required a company to establish a formal and transparent procedure for developing a policy on director and executive remuneration, which should be supported by a statement of remuneration philosophy in the annual report.
	2.27. Shareholders should approve the company’s remuneration policy	On an annual basis, the company’s remuneration policy should be tabled to shareholders for a non-binding advisory vote at the annual general meeting. This vote enables shareholders to express their views on the remuneration policies adopted and on their implementation.	Was not part of King II