IFRS 2 Disclosure Completeness and Governance Quality in Executive Compensation Communication: Evidence From Say-on-Pay Dissent Votes

Equity-based executive compensation is difficult to assess when award terms, valuation assumptions, recognized expense, dilution, and oversight are unclear. This study examines whether IFRS 2 disclosure completeness is associated with say-on-pay dissent and whether governance quality strengthens this relationship. Drawing on signaling theory and fair-process logic, IFRS 2 disclosure completeness is viewed as a pre-vote evidence trail, while governance quality provides credibility. The analysis covers 1,946 firm-year observations from listed non-financial firms in the United Kingdom, Australia, and Germany during 2018–2023. Firm and country-year fixed-effects models include firm-level and compensation-specific controls. Results show that IFRS 2 disclosure completeness and stronger governance quality are each associated with lower dissent. Their negative interaction further indicates that disclosure completeness is more strongly associated with shareholder acceptance when remuneration oversight is stronger. IFRS 2 disclosure completeness, however, does not replace clear explanation of compensation design.