Archives: Corporate Governance

Subscribe to Corporate Governance RSS Feed

AIM Disciplinary Notice: Breach of Rule 31

The London Stock Exchange has published AIM Disciplinary Notice 15. The AIM company involved has been privately censured and fined £75,000 for a breach of AIM Rule 31 (AIM company and directors’ responsibility for compliance). The AIM Disciplinary Committee (“ADC”) determined that the AIM company had failed to: Provide its nomad with information reasonably required to carry … Continue Reading

AIM Rules Social Media

AIM Regulation has published an Inside AIM update on how social media (such as “twitter”, Facebook and the company’s website) interacts with the disclosure obligations under the AIM Rules. It has also clarified that these forms of communication are subject to the same rules regarding disclosure of regulatory information. In addition, if disclosure by social … Continue Reading

Ethnic Diversity of UK Boards

The Parker Review Committee has published a consultation version of a report into the ethnic diversity of UK boards. The report finds that ethnic minority representation on the boards of FTSE 100 companies is disproportionately low, representing only 8% of the total director population compared to constituting 14% of the UK population. The report includes several recommendations … Continue Reading

ESMA Guidance on Market Soundings

The European Securities and Market Authority has published its final guidelines on the steps and the records that a person receiving a market sounding will have to consider and implement according to Article 11(11) of the Market Abuse Regulation (EU) No 596/2014 (MAR). A market sounding is the disclosure of information to one or more potential investors, … Continue Reading

“A change has got to come!”

A number of themes trailed in Theresa May’s first speech after securing the Conservative nomination,  were repeated at last week’s Conservative Party conference in Birmingham. The new Government reiterated its intention to occupy the centre ground of British politics and the delivery of this political objective will undoubtedly have implications for corporate Britain – in … Continue Reading

Corporate Governance Inquiry: Are Employee Representatives Coming to the Boardroom?

The Business, Innovation and Skills House of Commons Select Committee has launched an inquiry on corporate governance, focusing on directors’ duties, executive pay and the composition of boards. Interestingly, the inquiry raises the question, “Should there be worker representation on boards and/or remuneration committees?”. This echoes Theresa May’s speech on 11 July when she said … Continue Reading

Corporate Culture and the Role of Boards

Colleagues have published a post, Culture Club: FRC strengthens link between company values and executive remuneration on the Compensation and Benefits: Global Insights blog. The FRC Report, entitled “Corporate Culture and the Role of Boards“, covers many aspects of the actions and behaviours of a company in establishing, communicating and maintaining its culture and values.  The post explores the … Continue Reading

Updated Directors’ Remuneration Reporting Guidance

Colleagues have published a new post, The Executive Remuneration Games: updated guidance on the Compensation and Benefits Global Insights blog. The post looks at the GC100 and Investor Group’s recently published updated directors’ remuneration reporting guidance. This reflects the changes in practice since their original guidance in 2013 and the voting patterns of the 2016 AGM season.  The … Continue Reading

Final Report on Boardroom Pay

Colleagues have published a post on the Compensation and Benefits Global Insights blog regarding the Executive Remuneration Working Group’s (ERWG) much-anticipated final report on simplifying and re-aligning executive pay in the UK.  The ERWG hopes that this report will have a major influence on how executive remuneration in FTSE companies is structured. Read more here.  … Continue Reading

Employee/Consumer Representation On Company Boards ?

If Theresa May does go ahead and impose employee/consumer representation on company boards, there are likely to be unintended knock-on consequences.  In particular, it is likely to inhibit open discussion at board level because it is difficult to see an employee representative being able to withhold all board information from the employee constituency that they represent.  That … Continue Reading

Resolution for Disapplying Pre-Emption Rights

The Pre-Emption Group has published a monitoring report on the implementation of its 2015 Statement of Principles for disapplying pre-emption rights and a template resolution for disapplying pre-emption rights. The monitoring report reveals that the 2015 Statement of Principles was generally adhered to but, having considered the views of investor representatives on best practice, the Pre-Emption … Continue Reading

Revised CG Code and Guidance on Audit Committees

The Financial Reporting Council has published its final draft of the UK Corporate Governance Code which is expected to apply (subject to Parliamentary approval) to accounting periods beginning on or after 17 June 2016 and to all companies with a premium listing of equity shares regardless of whether they are incorporated in the UK or elsewhere. The draft follows … Continue Reading

Executive Remuneration: IA’s Interim Report

The Squire Patton Boggs’s Compensation and Benefits Global Insights blog is hosting a new post entitled “Shareholder Spring 2: Rabbit Emerges From The Hat”. The post looks at the Investment Association’s Interim Report which will be used to inform a revision of the IA’s “Principles of Remuneration”. Essentially, they are looking to fix an executive remuneration … Continue Reading

PIRC Shareholder Voting Guidelines

PIRC has published a new edition of its UK Shareholder Voting Guidelines which replace the version published in April 2015. Changes include the following: PIRC will not support authorities for the disapplication of pre-emption rights up to an amount equal to 10% of the company’s issued ordinary share capital unless the board has made a clear, … Continue Reading

ISS Revised Voting Policy

The Institutional Shareholder Services has published an update to its benchmark voting policy. ISS has confirmed that it will make the following changes to its UK & Ireland Proxy Voting Guidelines to be published in December 2015: “Overboarding”: ISS may issue an adverse recommendation for overboarding if the following guidelines are not met (although a … Continue Reading

Changes to the Principles of UK Executive Remuneration

Our Compensation and Benefits Global Insights Blog analyses the recent changes to the principles of UK executive remuneration now that the former ABI guidelines fall under the auspices of the Investment Association. The post also considers the IA’s letter to the chairmen of remuneration committees of quoted companies, highlighting investors’ concerns regarding executive remuneration more generally … Continue Reading

ISS 2016 Benchmark Policy Consultation

The Institutional Shareholder Services have launched for public comment a number of proposed voting policies for 2016. Comments are due by 9 November and the revised policies will be released on 18 November and will apply to shareholder meetings taking place on or after 1 February 2016. The relevant UK policies are over-boarding; auditors’ fees in … Continue Reading

Going Concern Changes

The Financial Conduct Authority has published a handbook notice which sets out its response to feedback on its earlier quarterly consultation and amends the Listing Rule disclosure provisions regarding “going concern”. The FCA has now introduced a revised version of Listing Rule 9.8.6(3) whereby directors must make statements: about the appropriateness of the decision to adopt … Continue Reading
LexBlog