Brydon Review Report on Audit

The Department for Business, Energy & Industrial Strategy (BEIS) published the final report of the independent review by Sir Donald Brydon into the quality and effectiveness of audit in December 2019. In December 2018, the Government asked Sir Donald to lead an independent review into the UK audit market in response to the perceived widening … Read more

FRC updated Practice Aid for audit committees

The Financial Reporting Council (FRC) published an updated version of its Practice Aid for audit committees in December 2019. The practice aid provides guidance on audit quality evaluation to help audit committees with their assessment of the external audit process. The updates take into consideration developments in the governance and auditing framework since the first … Read more

European Single Electronic Format

In December 2019, the Financial Conduct Authority (FCA) published its Handbook Notice 72 which set out changes to the FCA Handbook to reflect the implementation requirements for annual corporate reporting in the European single electronic format (ESEF) under the Transparency Directive (2004/109/EU). The changes correspond with the ones proposed in the FCA’s September 2019 consultation … Read more

FCA fines PDMR £45,000 for failure to comply with Article 19 of MAR

In December 2019, the Financial Conduct Authority (FCA) fined a former PDMR of Braemar Shipping Services plc (a premium listed company) for failing to announce transactions in the company’s shares in accordance with Article 19 of the Market Abuse Regulation (MAR). This is the first enforcement action in connection with the PDMR dealing provisions in … Read more

Consultation on changes to the Listing Rules

In December 2019, the Financial Conduct Authority (FCA) published its quarterly consultation paper (CP19/33) which proposed changes to the FCA Handbook, including to the Listing Rule requirements on putting documents on display and disclosure of rights attaching to shares. Documents on display It is proposed that the requirements in LR 13 on shareholder circulars and … Read more

Liability to shareholders in M&A – Lloyds/HBOS shareholder class action

Shareholder claims against Lloyds Bank and its directors in connection with its acquisition of HBOS were dismissed by the High Court in November 2019. The case (Sharp v Blank [2019] EWHC 3078 (Ch)) involved a number of legal issues for companies, in particular around directors’ recommendations to the shareholders and the standards of disclosure required in … Read more

Q&A on register of people with significant control

The Law Society and City of London Law Society published its joint Q&A document on PSC Registers in November 2019. UK incorporated companies and LLPs are required to keep a register of “people with significant control” over them (PSCs). The PSC register provides transparency around beneficial ownership of a company. The Q&A discusses areas of … Read more

New Stewardship Code

In November 2019, the Financial Reporting Council (FRC) published the final form of the new UK Stewardship Code. The Financial Conduct Authority (FCA) also published a feedback statement on effective stewardship. Stewardship Code 2020 The Stewardship Code seeks to improve long-term returns to beneficiaries by enhancing the quality and quantity of engagement between investors and … Read more

Gender diversity – Hampton-Alexander Review

The Hampton-Alexander Review aims to improve the representation of women in leadership positions of FTSE 350 companies and has set a target of having 33% of all board and senior leaderships positions to be held by women by the end of 2020. In November 2019, the Review published its 2019 FTSE Women Leaders Report on … Read more