We expect ‘windfall gains’ to be one of the key issues for UK-listed companies during this year’s AGM season, however, the phrase is still not well defined or understood by the market. It remains a significant challenge to determine whether a windfall gain has occurred and if so, what should be done about it.

In this guide we explain what is currently meant by the term ‘windfall gain’, look at different stakeholder perspectives on the issue, including shareholders and management. We then outline our suggested framework to assist remuneration committees in determining whether a windfall gain has occurred and, if so, what type of adjustment might be made.