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Shareholder Rights Directive: New Regulations to Provide Confirmation of Shareholders’ Votes

The Companies (Shareholders’ Rights to Voting Confirmations) Regulations 2020 (“Regulations”) have been published and are due to come into force on 3 September 2020. The Regulations complete the UK’s transposition of Chapter 1a of EU Directive 2017/828 (amending Directive 2007/36/EC), or more commonly known as the Shareholder Rights Directive.… Continue Reading

Investment Association: Shareholder Priorities for 2020

In looking at shareholder priorities for the year ahead, the Investment Association (IA) has recently published a report which sets out the areas it believes investors will place greater importance on in terms of corporate delivery. These areas are: Responding to Climate Change. Audit Quality. Stakeholder Engagement and Employee Voice. Diversity. Taking a look at … Continue Reading

Redeeming the Irredeemable

The Investment Association has published guidelines concerning the redemption or cancellation of irredeemable preference shares. The aim of the guidelines, which are of general application to listed companies, is to promote market confidence in irredeemable preference shares as an asset class and avoid reputational risk for issuers.… Continue Reading

Directors’ Duties: Guidance From GC100

The GC100, being the association of general counsel and company secretaries working in UK FTSE 100 companies, has issued guidance on the practical interpretation of section 172 of the Companies Act 2006. This section imposes a general duty on directors to act, in good faith, in a way they consider would be most likely to promote the success of … Continue Reading

ISS Proposes Changes to Benchmark Policy Regarding Auditors

The Institutional Shareholder Services (ISS) has stated that recent high-profile corporate failures and accounting scandals have raised investors’ concerns about the efficacy of financial statements and the need for improved audit quality and stronger boardroom oversight. Against this backdrop, ISS has published its 2019 benchmark policy consultation, seeking views on certain of its proposed voting policies for 2019. In … Continue Reading

CMA Study Into Statutory Audits

The Competition and Markets Authority (CMA) has launched a detailed study into the statutory audit market. The initiative follows growing concerns about the quality and resilience of statutory audits, in particular as a result of the collapse of construction firm Carillion and retailer British Home Stores, and the criticism of those responsible for reviewing the companies’ accounts, as well as recent poor results from reviews of … Continue Reading

2018 Corporate Governance Code Published Today

The 2018 UK Corporate Governance Code has been published today by the Financial Reporting Council. The 2018 Code puts the relationship between companies, shareholders and stakeholders “at the heart of long-term sustainable growth in the UK economy”. It is shorter and sharper than the previous Code and is structured by high-level Principles and more detailed Provisions.  The supporting Principles … Continue Reading

Revised UK Corporate Governance Coming

The UK will be getting a revised Corporate Governance Code, most likely effective January 2019. The House of Commons Library has published a briefing paper on Corporate Governance Reform. The briefing paper provides an overview of the corporate governance framework in the UK, including the history of the UK corporate governance code (UKCG Code) and … Continue Reading

Revised QCA Code 2018

On 25 April 2018 the Quoted Companies Alliance published a revised version of its 2013 corporate governance code. Key changes from the 2013 version include: The principles have been redrafted so there are now 10, rather than 12. A new principle has been added requiring companies to promote a corporate culture that is based on … Continue Reading

Audit Committee Consultation

The International Organization of Securities Commissions (IOSCO) has published a consultation report inviting input to a possible Good Practices Report on how issuer audit committees can promote and support external audit quality. IOSCO acknowledges the crucial role independent, high quality audits play in supporting investors’ confidence in a company’s financial report. To that end, IOSCO … Continue Reading

Proposed New Corporate Governance Requirement for AIM Companies

The London Stock Exchange has published a feedback statement to its July 2017 discussion paper, together with a consultation on proposed changes to the AIM Rules. Of note is the change regarding corporate governance. The LSE is proposing to remove the option for an AIM company to state that it has not adopted a corporate governance … Continue Reading

Changes to the Takeover Code

The Takeover Panel has published details of amendments to the Takeover Code, effective from 8 January. When a firm intention to make an offer is announced, the announcement will need to include a new requirement, namely the offeror’s intention with regard to the business, employees and pension scheme(s) of the offeree company. The notes to the new … Continue Reading

Consultation on Changes to the UK Corporate Governance Code

Colleagues in Squire Patton Boggs have added an interesting post on the Compensation and Benefits Global Insights blog. It looks at the FRC’s consultation on proposed changes to the UK Corporate Governance Code, with emphasis on remuneration and benefits. Responses to the consultation need to be in by 28 February 2018 with the final revised Code … Continue Reading

Executive Pay and Worker Representation: Proposed Changes in Corporate Governance

Colleagues have posted an interesting blog on the corporate governance reforms proposed yesterday by the Department for Business, Energy & Industrial Strategy.  Please follow the link below. https://www.globalcompensationinsights.com/2017/08/uk-corporate-governance-reform-has-theresa-may-delivered/#more-3558… Continue Reading

AIM Consultation

The London Stock Exchange (“Exchange”) has published AIM Notice 46 in which it announced the launch of a discussion paper on proposed changes to the AIM Rules for Companies and the AIM Rules for Nominated Advisers. Many of the proposals concern the pre-admission process, principally to avoid delays. However, there are a number of proposals which would … Continue Reading

New Long-Term Reporting Guidance

The Investment Association (“IA”) has published new guidance on long-term reporting which it is encouraging companies to adopt as soon as possible. This follows on from the IA’s call some 6 months ago to cease quarterly reporting in favour of more meaningful long-term reporting. The guidance applies to  companies whose shares are admitted to the Premium … Continue Reading

PIRC Shareowner Voting Guidelines 2017

PIRC has published the 2017 edition of its UK Shareowner Voting Guidelines, replacing last year’s version.  Additions to the guidelines include the following: PIRC will oppose the re-election of an executive chairman except in exceptional circumstances. PIRC supports the Hampton-Alexander Review and the Davies Review recommendation that 33% of board positions in FTSE 350 companies be held by women by … Continue Reading

Race in the Workplace

Last month Baroness McGregor-Smith published her review on race in the workplace, focusing on the issues affecting black and minority ethnic (BME) groups in the workplace. In all, the review made some 26 recommendations and estimated that the UK economy could benefit from a £24bn a year boost if BME talent was fully utilised. The government has now … Continue Reading

Takeover Schemes and Share Splitting

A recent case has help to clarify a perceived risk area relating to the use of schemes of arrangement to effect takeovers. In recent years schemes of arrangement have become the preferred mechanism for affecting recommended takeovers because they offer a number of perceived advantages over the alternative route of a recommended offer, including the … Continue Reading

New Disclosure Requirements For Strategic Reports

Certain large public interest entities, including companies listed on the Official List, who have more than 500 employees, are required to include a non-financial statement as part of their strategic report by the Companies, Partnerships and Groups (Accounts and Non-Financial Reporting) Regulations in relation to the financial years beginning on or after 1 January 2017. The … Continue Reading
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