The 2020 AGM season is upon us at a time of the fast escalating coronavirus pandemic. This briefing looks at the implications of coronavirus on AGMs. Public companies must hold an AGM within six months of their financial year end. By their very nature, AGMs entail people travelling to gather in one place. This raises … Continue Reading
Audit committees are key to public confidence in a company’s financial reporting. The responsibilities of audit committees and importance of their composition and involvement was reinforced in 2014 by the Audit Regulation and Amending Directive. On 12 September 2019, the Quoted Companies Alliance (QCA) published its new and updated Audit Committee Guide, which replaces the … Continue Reading
The draft Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019 (Draft Regulations) have been published as part of the drive to encourage long-term shareholder engagement and to strengthen the governance and performance of traded companies. The Draft Regulations implement the following articles of the Shareholder Rights Directive II (2017/36/EU), which must be transposed into national … Continue Reading
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
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
The London Stock Exchange (LSE) has published amended AIM Rules for Nominated Advisers (Nomad Rules). The Nomad Rules set out the eligibility requirements, ongoing obligations and certain disciplinary matters in relation to nominated advisers (Nomads). The revised rules will come into effect on 30 July 2018. The main rule changes being introduced are: Additional eligibility criteria … Continue Reading
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
The London Stock Exchange has published AIM Notice 50 which, amongst other things, announces the implementation of updated versions of the AIM Rules for Companies and the AIM Rules for Nominated Advisers from 30 March. Marked up versions of both are also available on the LSE’s website. In providing feedback on the changes proposed in AIM Notice 49, … Continue Reading
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
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
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. UK corporate governance reform: has Theresa May delivered?… Continue Reading
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
In our Down the Wire post of 22 May, we warned that the Fourth Money Laundering Directive (which the UK had to implement by 26 June 2017) could bring AIM companies within the scope of the “PSC regime”, so as to require the identification and registration of people with significant control. At the time we said that clarification … Continue Reading
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 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 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 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
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
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
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
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
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
Colleagues have published a post, The “Brexited” Share Incentive Plan: Yet Another Unknown, on the Compensation and Benefits: Global Insights blog which looks at some potential ramifications of Brexit in the world of share-based remuneration.… Continue Reading
