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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

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

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

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

Proposed Changes to AIM Rules

The London Stock Exchange has issued AIM Notice 44 in which it is consulting on proposed changes to the AIM Rules for Companies in advance of the Market Abuse Regulation coming into effect on 3 July 2016. MAR establishes a new EU-wide regulatory framework on market abuse which expands on the previous regime and includes insider dealing, unlawful … 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

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

FRC Advice on Financial Reporting

The FRC has published a letter of advice to around 1,200 smaller listed and AIM quoted companies on how to improve annual reports in areas of particular interest to investors. Underpinning the advice is the fact that investors value high quality reporting that is company specific, avoids generic information and gives a meaningful explanation of the … Continue Reading

Market Abuse Rules are a Double Hit to AIM

Come next year, AIM companies could be facing a double jeopardy in respect of market disclosures. On 3 July 2016 the Market Abuse Regulation (MAR) will come into force and will apply to AIM companies. The main disclosure obligations in MAR relate to the disclosure of inside information and disclosure of deals by persons discharging managerial … Continue Reading

LSE Consults on Changes to AIM Rules

The London Stock Exchange has published AIM Notice 42 consulting on various changes to rules on investing companies and cash shells. There are two key issues here: (1) AIM is proposing to increase the amount that a new fund must raise at IPO from £3m to £6m; and (2) AIM appears to be trying to rid … 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

LSE 2016 Dividend Procedure

The London Stock Exchange has issued its 2016 Dividend Procedure timetable which applies to both listed companies and those trading on AIM. The key changes from the 2015 Timetable are as follows (extracts shown): The Basic Principle If a dividend is to be made ex, the dividend must be declared via a PIP or notified … Continue Reading

AIM Guidance on Disclosures Relating to Equity Financing Products

Following the well-publicised issues at Quindell plc, AIM Regulation has published guidance on AIM company disclosures arising from equity financing products involving AIM securities in which an AIM company or its directors may have an interest. Such products include equity financing facilities, equity swap facilities and certain crowd funding type products. The following points are included in the guidance: … Continue Reading