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
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 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 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
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shareholder dissent i.e. where companies have received votes of 20% or more against any resolution or which have withdrawn a resolution before their … Continue Reading
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 FRC has published a consultation paper setting out draft amendments to its Guidance on the Strategic Report. The Guidance was first published in June 2014, since when there has been an upward trend for large companies to report more broadly on their impact on society, with specific reference to the directors’ duty under section 172 of … 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
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
The government has published the Reporting on Payment Practices and Performance Regulations 2017. The regulations come into force on 6 April 2017 and, subject to certain exceptions, the duty to report will apply in relation to financial years beginning on or after 6 April 2017. The regulations only apply to “qualifying” companies incorporated within the UK. … 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
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
Colleagues have published an interesting post on the Compensation and Benefits Global Insights blog on the Department for Business, Energy and Industrial Strategy’s green paper on the reform of corporate governance published yesterday. Please read more.… 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
Colleagues have published a post on the Compensation and Benefits Global Insights blog regarding the Executive Remuneration Working Group’s (ERWG) much-anticipated final report on simplifying and re-aligning executive pay in the UK. The ERWG hopes that this report will have a major influence on how executive remuneration in FTSE companies is structured. Read more here.… 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
