Climate change – Final FCA rules on climate change-related financial disclosures

The Financial Conduct Authority (FCA) has today published a Policy Statement (PS20/17) and final rules and guidance in relation to climate-related financial disclosures for UK premium listed companies. Companies will be required to include a statement in their annual financial report which sets out whether their disclosures are consistent with the Task Force on Climate-related Financial Disclosures … 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

Recent FCA publications

The Financial Conduct Authority (FCA) has published Primary Market Bulletin 31 (PMB 31), and through it publicised two recent reviews it has undertaken into delayed disclosure of inside information and corporate governance disclosures by listed issuers. Delayed disclosure of inside information The FCA has reviewed the delayed disclosure of inside information notifications (DDIINs) it has received. Under Article 17(4) of … Read more

FRC publishes AGM best practice report

The Financial Reporting Council (FRC) has published a report, AGMs: An Opportunity for Change, which reviews how listed companies conducted their AGMs this year against the backdrop of the Covid-19 pandemic. The report also sets out best practice guidance as to how listed companies could conduct their AGMs in 2021. The FRC reviewed AGMs held between … Read more

FRC Lab report on section 172 statements

The FRC’s Financial Reporting Lab has published a guidance note on section 172 statements. The Companies (Miscellaneous Reporting) Regulations 2018 (SI 2018/860) introduced a range of stakeholder reporting measures, including a requirement for certain companies to include in their strategic report a statement that describes how the directors of the company have had regard to the matters set … Read more

Ethnic diversity on boards

The Investment Association (IA) has published a statement calling for greater transparency on ethnic diversity on boards. The statement notes the progress that has been made in relation to gender diversity on listed company boards following the Hampton-Alexander Review (see our blog post at the time). It also notes that the Parker Review on the ethnic … Read more

Updated ICSA guidance on the duties under the Companies Act 2006

ICSA, the Chartered Governance Institute, has updated its guidance note on directors’ duties under the Companies Act 2006. It now includes a section on the requirement to report on compliance with the section 172 duty to promote the success of the company. The guidance is particularly aimed at public companies but will also be useful … Read more