Terms of reference for risk committees

ICSA: The Chartered Governance Institute has published a guidance note and terms of reference for risk committees. The guidance note and terms of reference reflect the risk management requirements of the 2018 edition of the UK Corporate Governance Code and the 2014 FRC Guidance on Risk Management, Internal Controls and Related Financial and Business Reporting. … Read more

COVID-19 – latest developments for corporate practitioners

Further guidance for companies has been published in light of the COVID-19 pandemic. Company meetings and other corporate actions Shareholder meetings – The Government has published the Corporate Insolvency and Governance Bill (together with Explanatory Notes) which contains relaxations to the company meeting requirements contained in the Companies Act 2006 (as well as the meeting … Read more

COVID-19 – latest developments for corporate practitioners

Further guidance for companies has been published in light of the COVID-19 pandemic. Corporate reporting Interim reports – The Financial Reporting Council (FRC) has updated its guidance for companies on corporate reporting during the COVID-19 pandemic by adding a section on interim results. It says that directors will need to exercise judgment about the nature … Read more

Corporate crime – the “directing mind and will” of a company

Two recently released judgments consider the “directing mind and will” of a company. The cases concern charges against Barclays plc and Barclays Bank plc relating to events flowing from the 2008 global financial crisis. The courts found that senior executives, including the CEO and CFO, did not represent the required “directing mind and will” of … Read more

COVID-19 – latest developments for corporate practitioners

In light of the widespread impact of COVID-19, various pieces of guidance have been published which companies should be aware of. FCA statement on share issuances The Financial Conduct Authority (FCA) has issued a Statement of Policy to assist companies looking to raise new share capital in response to the COVID-19 crisis. Smaller share issues … Read more

COVID-19 – latest developments for corporate practitioners

In light of the widespread impact of COVID-19, various pieces of guidance have been published which companies should be aware of. Company meetings and other corporate actions Dividends – The London Stock Exchange (LSE) has published guidance in Market Notice N07/20 on payment dates under the 2020 Dividend Procedure Timetable. The Dividend Procedure Timetable says … Read more

Climate change – FCA consultation on climate change-related financial disclosures, ISS Guidelines and EU report on corporate reporting

The Financial Conduct Authority (FCA) has issued a consultation paper (CP20/3) on proposals to improve climate change related financial disclosures by listed issuers. Institutional Shareholder Services (ISS) has published Climate Proxy Voting Guidelines and the European Financial Reporting Advisory Group (EFRAG) has published a report on climate change reporting by EU companies. FCA consultation The … Read more

PIRC Voting Guidelines 2020 published

PIRC (the consultancy that provides corporate governance advisory services to certain institutional investors) has published the 2020 edition of its UK Shareholder Voting Guidelines. The guidelines set out PIRC’s views on good corporate governance practice for listed companies and cover a wide range of topics such as board structure, remuneration policies and management of social … Read more

PLSA Stewardship Guide and Voting Guidelines 2020

The Pensions and Lifetime Savings Association (PLSA) has issued its Stewardship Guide and Voting Guidelines for 2020. The document sets out the PLSA’s views on current market best practice and its voting recommendations for AGMs in 2020. The document has been substantially rewritten to reflect the 2018 edition of the UK Corporate Governance Code, the … Read more