Updated proxy voting guidelines

Institutional Shareholder Services (ISS) and Glass Lewis have published updates to their proxy voting guidelines for the 2023 AGM season. Both ISS and Glass Lewis support the updated 2022 Pre-Emption Group Statement of Principles on the disapplication of pre-emption rights and will not recommend votes against resolutions for authorities sought and used in line with … Read more

Investment Association Principles of Remuneration for 2023

The Investment Association (IA) has published its annual letter to remuneration committee chairs setting out shareholder expectations for 2023, as well as an updated version of its Principles of Remuneration. In its letter to remuneration committee chairs, the IA highlights the key areas of focus for its members when considering the remuneration practices of companies in the forthcoming … Read more

New guidelines on disapplying pre-emption rights

The Pre-Emption Group (PEG) has published a revised Statement of Principles for the disapplication of pre-emption rights, along with new template resolutions. PEG is the group that represents listed companies, investors and intermediaries, and issues best practice guidance and documents for companies’ annual resolutions to disapply pre-emption rights. The revised Principles implement one of the recommendations of … Read more

FRC publishes reviews of reporting in 2021/22

The Financial Reporting Council (FRC) has published its annual review of corporate reporting for 2021/22 and its annual review of corporate governance reporting for 2022. Review of corporate governance reporting The FRC’s annual review of corporate governance reporting discusses the quality of reporting against the UK Corporate Governance Code in 2022 and its expectations for companies reporting in … Read more

Supreme Court ruling on duty to creditors

The Supreme Court has published its long-awaited judgment in BTI 2014 LLC v Sequana SA and others ([2022] UKSC 25) which discusses when directors of a company in financial difficulties should consider the interests of the company’s creditors. The majority in the Supreme Court has: affirmed the existence of the duty to consider the interests of creditors; … Read more

Reform of Companies House

The Government has laid the Economic Crime and Corporate Transparency Bill (ECCT Bill) in Parliament which contains, among other things, draft amendments to the Companies Act 2006 to facilitate the reform of Companies House. The ECCT Bill follows an initial consultation in 2019, three follow-up consultations in 2020 and the white paper containing the Government’s … Read more

FRC Lab reports on ESG data production and disclosure of digital security risks

In August, the FRC Lab published two reports: Improving ESG data production – This report considers the current landscape and challenges for the production of ESG data and sets out actions that companies could take to improve how this data is collected. It is built around three elements – what motivates companies to collate ESG … Read more

FRC position paper on audit and corporate governance reform

Following the publication in May this year of the government’s response to its consultation on audit and governance reform (see our blog post here for more details), the FRC has published a position paper setting out the steps it will take to implement the reforms outlined by the government. In particular, the FRC intends to publish a consultation paper … Read more