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
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
The EU Council has agreed a negotiating stance on proposed new rules on prospectuses for the issuing and offering of securities in the EU. The proposed Regulation is an important step towards the creation of the capital markets union which is due to be fully functioning by the end of 2019. The draft regulation seeks to provide all … Continue Reading
The Financial Reporting Council has published its final draft of the UK Corporate Governance Code which is expected to apply (subject to Parliamentary approval) to accounting periods beginning on or after 17 June 2016 and to all companies with a premium listing of equity shares regardless of whether they are incorporated in the UK or elsewhere. The draft follows … Continue Reading
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
The Financial Conduct Authority has published a discussion paper on the availability of information during the UK equity IPO process. The FCA focuses on 2 key issues: the fact that in the vast majority of London IPOs (in the absence of a retail or other public offer) an approved prospectus is not published until immediately … Continue Reading
The FCA has published its 12th quarterly consultation paper. The FCA is proposing the following changes to the Listing Rules, the Disclosure Rules and Transparency Rules and the Prospectus Rules: to modify the LR to make the link between the definition of a reverse takeover in LR 5 and the aggregation provisions in LR 10 clearer. The aim … Continue Reading
The London Stock Exchange has published Notice N02/16, which sets out the revised Admission and Disclosure Standards and High Growth Segment Rulebook. The revised Standards have been adopted in the same form as that proposed by the LSE in its consultation published on 4 December 2015 with the exception of the proposed amendments relating to … Continue Reading
Many listed companies will be keen to review their executive remuneration policies this year. For an interesting analysis on the pertinent issues we would like to refer you to a post on our Compensation and Benefits Global Insights blog.… Continue Reading
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
The Takeover Appeal Board has considered the wording in Rule 2.6(d) of the Takeover Code, which deals with the time by which a publicly identified potential offeror, which is in competition with an announced firm offeror, must clarify its intentions in relation to the offeree company. By way of background, on 14 October, Capita plc … Continue Reading
The Financial Conduct Authority has published its eleventh quarterly consultation paper (CP15/42). One of the proposals is to change the FCA’s Enforcement Guide given the FCA’s new power to suspend voting rights for shareholders who do not comply with certain Transparency Directive requirements. The new Transparency Regulations 2015, which amended the Financial Services Markets Act by adding section … Continue Reading
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
From 26 November 2015, all issuers must disclose their home Member State to: the competent authority of the Member State where it has its registered office, where applicable the competent authority of the home Member State; and the competent authorities of all host Member States. To assist with this, the European Securities and Markets Authority … Continue Reading
The Financial Conduct Authority is proposing to amend its guidance on when an issuer can legitimately delay disclosure of inside information. It is proposing to remove the last sentence in DTR 2.5.5G in order to clarify that issuers may have a legitimate reason to delay disclosure in circumstances other than the non-exhaustive examples set out … Continue Reading
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
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
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
The European Securities and Markets Authority (ESMA) has issued guidelines on Alternative Performance Measures (APMs) for listed issuers. The guidelines set out a common approach towards the use of APMs and are expected to benefit investors and to promote market confidence. An APM is a financial measure of historical or future financial performance, financial position, or … Continue Reading
