We examine the determination of directors'' compensation in UK quoted companies between 1985 and 1994. The primary innovation contained in the paper is the focus on the governance mechanisms that determine pay outcomes. Our results indicate that: (i) directors'' compensation is positively related to pre-dated shareholder returns and company size with the quantitative effect of the latter dominating the former. (ii) We find that the pay-for-performance link has become quantitatively stronger over our sample period. (iii) There has been positive adherence to the principles of the Cadbury report, but these variables play little statistical role in shaping the direct compensation of top directors.