The Government has published the Corporate Transparency and Register Reform White Paper which will significantly transform the corporate landscape and assist in the fight against economic crime. Key areas of proposed reform include the following:… Continue Reading
The Financial Conduct Authority (“FCA”) published its Primary Market Bulletin 36 yesterday. It introduces specific Task Force on Climate-related Financial Disclosures (TCFD) aligned climate-related disclosure requirements for listed companies and sets out the FCA’s disclosure expectations and supervisory strategy. Transparency remains key to the FCA’s ESG Strategy which was released at COP26.… Continue Reading
The Department for Business, Energy and Industrial Strategy has opened a consultation on the Government’s proposed approach to restricting the use of corporate directors as part of its larger package to enhance corporate transparency, reform Companies House and fight economic crime in the UK. On the one hand, corporate directors may be seen to weaken … Continue Reading
The FRC have published a discussion paper in which they question whether the traditional concept of the annual report remains fit for purpose. Arguably, annual reports are too long, impenetrable and fragmented. In looking at the future of corporate reporting, the challenge is how to balance the need for more concise reporting against demands for … Continue Reading
The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019 were published on 29 May 2019. The regulations amend the Companies Act 2006 and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 by implementing Articles 9a (Right to vote on the remuneration policy) and 9b (Information to be provided in and … Continue Reading
The GC 100 and Investor Group have updated their directors’ remuneration reporting guidance 2018 to reflect the changes to reporting requirements (under Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended)) introduced by the Companies (Miscellaneous Reporting) Regulations 2018. The guidance seeks to facilitate the statutory disclosure regime and help … Continue Reading
The government has published the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. The regulations amend the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 to require additional annual reporting on emissions, … Continue Reading
The London Stock Exchange has published a newsletter, Inside AIM, to address some of the questions it has received from nominated advisers in relation to the corporate governance changes that take effect from 28 September 2018. By way of background, from 28 September 2018, AIM companies will be required to disclose details of a recognised corporate governance code … Continue Reading
At the request of the Department for Business, Energy & Industrial Strategy, the Investment Association (IA) has launched a public register of FTSE All-Share companies showing occasions where these companies have experienced substantial shareholder dissent i.e. where companies have received votes of 20% or more against any resolution or which have withdrawn a resolution before their … Continue Reading
The London Stock Exchange has applied to the Financial Conduct Authority for AIM to be registered as a SME Growth Market on 3 January 2018. This new designation is being brought about by the Markets in Financial Instrument Directive (“MiFID II”) as part of the European Commissions’ capital markets plan. As a consequence, minor amendments will … Continue Reading
At the end of October we reported on the Institutional Shareholder Services’ (“ISS”) consultation on hybrid and virtual-only shareholders’ meetings. The ISS has now published its updated 2018 Proxy Voting Guidelines, effective for meetings on or after 1 February 2018. As expected, the guidelines support hybrid shareholder meetings and reject vitual-only meetings. By way of … Continue Reading
The Institutional Shareholder Services (“ISS”) has published a consultation document seeking views on certain of its proposed benchmark voting policies for 2018. Of relevance in the UK and Europe is the “UK/Ireland Policy and European Policy – Virtual/Hybrid Shareholder Meeting Proposals”. As the title suggests, ISS is considering (i) “hybrid” meetings, that is where shareholders can attend a physical meeting of the company … Continue Reading
The Code Committee of the Takeover Panel has published PCP2017/1 consulting on a number of proposed amendments to the Takeover Code in relation to asset sales in competition with an offer and other matters. The background to one of the consultation issues is that in late 2016, there were two cases in which the board of an offeree … Continue Reading
If the Business, Energy and Industrial Strategy Committee’s recent report on its inquiry into corporate governance is anything to go by, we may be seeing significant changes ahead. Whilst the report does not believe that a fundamental overhaul of the current framework is necessary it makes a number of noteworthy recommendations, including: The UK Corporate Governance Code requiring informative narrative reporting … Continue Reading
Colleagues have published a new post, That Was the Year That Was: Challenges in 2017 for Remuneration Committees, on the Compensation and Benefits Global Insights blog. Before the 2017 AGM season gets into full swing, this post looks back at what happened in the executive pay sphere during 2016 and looks forward to the challenges that remuneration … Continue Reading
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
The Companies Act 2006 currently allows companies to appoint a corporate director as long as at least one of the directors is an individual. However, the Small Business, Enterprise and Employment Act 2015 will change that, such that only a natural person may be appointed as a director of a company unless the appointment falls within one of the … Continue Reading
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
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
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
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
The Transparency Directive (TD), which creates a common basis for disclosure and dissemination of regulated information to the EU markets, was amended in 2013 and comes into force on 26 November 2015. The European Securities and Markets Authority has published four documents relating to the amended TD to promote implementation and contribute to a harmonised EU … Continue Reading
The European Securities and Markets Authority (ESMA) is consulting on its regulatory technical standards on the European Single Electronic Format (ESEF). From 1 January 2020, issuers listed on regulated markets will be required to prepare their annual financial reports (AFR) in an ESEF. The idea is to make submissions easier for issuers and to facilitate accessibility, analysis and comparability … Continue Reading
Sports Direct 2015 AGM was again a turbulent event. For commentary on the controversial vote on the Directors’ Remuneration Report and the re-appointment of the non-executive directors, please see our Compensation and Benefits – Global Insights blog. … Continue Reading
