Archives: Listed companies

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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

UK Share Plans Deadline

Colleagues have published a new post on our Compensation and Benefits Global Insights Blog entitled “Filing deadline for UK share plans is fast approaching!” This serves as a quick reminder that the deadline for making annual returns for UK share schemes relating to the 2015/2016 tax year is 6 July 2016. It also discusses some … 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

Be PSC Register Ready!

From 6 April 2016, most companies and LLPs will be required to keep a “PSC Register” listing “People with Significant Control”, that is individuals or legal entities who, or which, have significant control over the company or LLP. This is a new, additional duty which applies to UK incorporated companies limited by shares (including dormant … Continue Reading

Takeover Timing

The Takeover Appeal Board has considered the wording in Rule 2.6(d) of the Takeover Code, which deals with the time by which a publicly identified potential offeror, which is in competition with an announced firm offeror, must clarify its intentions in relation to the offeree company. By way of background, on 14 October, Capita plc … Continue Reading

FCA Consults on Changes to the Enforcement Guide

The Financial Conduct Authority has published its eleventh quarterly consultation paper (CP15/42). One of the proposals is to change the FCA’s Enforcement Guide given the FCA’s new power to suspend voting rights for shareholders who do not comply with certain Transparency Directive requirements. The new Transparency Regulations 2015, which amended the Financial Services Markets Act by adding section … 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

Need to (Re)Notify FCA of Home Member State

From 26 November 2015, all issuers must disclose their home Member State to: the competent authority of the Member State where it has its registered office, where applicable the competent authority of the home Member State; and the competent authorities of all host Member States. To assist with this, the European Securities and Markets Authority … Continue Reading

Delay in Disclosure of Inside Information: FCA Consults

The Financial Conduct Authority is proposing to amend its guidance on when an issuer can legitimately delay disclosure of inside information. It is proposing to remove the last sentence in DTR 2.5.5G in order to clarify that issuers may have a legitimate reason to delay disclosure in circumstances other than the non-exhaustive examples set out … Continue Reading
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