Recent additions to Corporate Notes

Updates to the Corporate Notes blog include news that relaxations of shareholder meetings rules due to Covid-19 will be extended; the FRC has released their annual review of the UK Corporate Governance Code; and the ISS and Glass Lewis institutional investor voting guidelines have been updated. We consider the latest IA guidance on executive remuneration; … Read more

Shareholder meetings – Covid-19 relaxations extended

The government has made regulations that extend the relaxations to the company meeting requirements in the Companies Act 2006, which were introduced as a result of the Covid-19 pandemic, to 30 March 2021. Under the relaxations, which are set out in the Corporate Insolvency and Governance Act 2020 (see our corporate update 2020/14), shareholder meetings can take place … Read more

FRC annual review of the UK Corporate Governance Code

The Financial Reporting Council (FRC) has published its Annual Review of the UK Corporate Governance Code. The report discusses the quality of reporting against the Corporate Governance Code in 2020, and the FRC’s expectations for companies reporting in 2021. The report is based on an assessment of the annual reports of up to 100 companies, including … Read more

Updated institutional investor voting guidelines

Institutional Shareholder Services (ISS) has published its UK Proxy Voting Guidelines for 2021 and Glass Lewis has published its 2021 Proxy Paper Guidelines. ISS Proxy Voting Guidelines The key changes to the current UK proxy voting guidelines are set out in a policy updates document and include: Board gender diversity – ISS will generally recommend voting against the chair of the … Read more

Latest IA guidance on executive remuneration

The Investment Association (IA) has published its annual letter to Remuneration Committee Chairs as well as its updated Principles of Remuneration. The Principles have been updated to provide additional clarity on the IA’s position on various areas, including: Pensions – Pension contributions for executives should be aligned with those available to the rest of the workforce by the end … Read more

Filing accounts and confirmation statements

Companies House has said that it will no longer provide paper reminders to file confirmation statements and accounts. Companies can instead register to receive email reminders through the WebFiling service. Companies House is also asking companies to submit accounts early and preferably online. Paper accounts are six times more likely to be rejected compared to accounts filed electronically … Read more

Pre-Emption Group Guidelines – temporary relaxations to end

The Pre-emption Group has confirmed that the additional flexibility under the Pre-emption Group Guidelines, which was introduced on a temporary basis in light of the Covid-19 pandemic, will end on 30 November 2020. In April 2020, the Pre-emption Group announced that it was recommending that investors consider supporting placings by companies of up to 20% of their … Read more

Listing Regime – changes to process for notification of investor dealings

The Financial Conduct Authority (FCA) will change the way in which investors submit the form for notification of major shareholdings from Q1 2021. Its updated webpage on submitting investor notifications sets out information on this. Under DTR5.1.2, certain shareholders and holders of financial instruments are required to notify an issuer of dealings in that issuer’s securities. Investors … Read more

Capital Markets – UK Listings Review call for evidence

The government is undertaking a review of the UK listing regime in light of Brexit. The objective of the Review is to propose reforms to the UK listings regime that will attract the most innovative and successful firms and help companies access the finance they need to grow. The Listings Review, which will be chaired by Lord … Read more