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
Section 78 of the Equality Act 2010 (as amended by the Equality Act 2010 (Gender Pay Gap Information) Regulations 2017, which came into force on 6 April 2017) (“EA 2010“), currently governs how large private and voluntary sector employers (defined as those with 250 or more employees as at 5 April each year) report on … Continue Reading
The World Economic Forum under its Climate Governance Initiative has developed a set of principles for good board governance on climate change. It is also calling for global networks of directors to be forged to help establish these principles in practice and to drive forward action on the net zero carbon challenge. In the UK, … Continue Reading
On 4 November 2019, in the looming shadow of the collapse of Thomas Cook Group plc (“Thomas Cook”), the Business, Energy and Industrial Strategy (“BEIS”) Committee published a letter of recommendations to the Secretary of State for the Department of BEIS, Andrea Leadsom. The letter follows BEIS’ inquiry into the collapse of Thomas Cook and … Continue Reading
On 24 October 2019, the Financial Reporting Council (FRC) published the UK Stewardship Code 2020 (2020 Code) which will take effect from 1 January 2020. The FRC has described the new version as a ‘substantial and ambitious’ revision to the 2012 edition with high expectations of those investing money on behalf of UK savers and … Continue Reading
The Investment Association (“IA”) has recently published a new statement relating to executive directors’ pension contributions. The guidance is the next step from the IA’s statement in February 2019 and Good Stewardship Guide 2019, which call for executive directors’ paid pension contributions to be in line with the majority of the workforce.… 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 Investment Association (“IA”) has published an interesting report following its investigation into dividend payment practices of UK listed companies. The research was carried out in response to the Department for Business, Energy and Industrial Strategy’s concern that an increasing number of companies are paying ordinary dividends without seeking shareholder approval, which undermines transparency and … 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
Colleagues in the Environmental, Safety and Health practice group have published an interesting post on the recent Vedanta Resources decision. In that case, the UK Supreme Court held that a claim for negligence and breach of statutory duty against a mining company based in Zambia and its English parent can be heard by the UK … 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
Introduction The Pensions and Lifetime Savings Association (“PLSA”), representing the occupational pensions industry, has published guidance on market best practice to assist its members when exercising their vote at AGMs in 2019. The revised version of its Corporate Governance Policy and Voting Guidelines (“Guidance”) reflects the introduction of the 2018 UK Corporate Governance Code which … Continue Reading
The International Organisation of Securities Commissions (IOSCO), being the leading international policy forum for securities regulators which focuses on the quality of financial reports and good corporate governance, has published a report on good practices for audit committees of listed companies in supporting external audit quality. The report focuses on the importance of ensuring the quality of a company’s … 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 Investment Association has published a revised version of its Principles of Remuneration for the 2019 AGM season, most of the changes reflecting the new UK Corporate Governance Code. Colleagues in the Squire Patton Boggs Tax Strategy and Benefits practice group have posted this insight on their blog, Compensation And Benefits Global Insights.… 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 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
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
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
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 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
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
There is increasing concern about the public availability of residential addresses in a digital world. A balance needs to be struck between ensuring that the information on the company register is of practical use in achieving corporate transparency but, at the same time, ensuring that the information does not become a tool for abuse, such as … Continue Reading
