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 March and August 2020 and described the approaches adopted by companies by reference to three broad categories:

  • “Closed” meetings with a quorum in attendance – All shareholders were requested to vote in advance of the AGM by proxy. There was either no opportunity for shareholders to ask questions before or during the meeting, or if shareholders were invited to ask questions, responses were posted on the company’s website following the AGM.
  • Meetings with some shareholder engagement – All shareholders were requested to vote in advance of the AGM by proxy. Board members gave presentations on the day of the AGM, typically by webcast, and responded to a selection of questions submitted prior to the date of the AGM. Responses to other questions were posted on the company’s website.
  • Meetings with more shareholder engagement – Shareholders could vote and ask questions at the AGM through an online platform and were also able to engage virtually with the board on the day of the AGM.

The FRC encourages companies to move away from the traditional form of AGM and to conduct AGMs in a way that enables the maximum number of shareholders to engage if they choose to do so. It recognises, however, that companies’ approaches will differ according to their size and shareholder base.

The report sets out a number of best practice recommendations as to how to conduct future AGMs including:

  • Preparation – If a company is looking to use technology to facilitate engagement, consider what the articles of association permit, or whether they should be amended to permit alternative meeting arrangements such as hybrid meetings (that is, a meeting held at a physical place with the option for shareholders to participate online).
  • Engagement – All shareholders should have the ability to hear from the board before voting on resolutions. Therefore it is best practice for companies to make every effort to ensure that shareholders can vote following presentations from the board.
  • Questions – These should be facilitated in real-time at the meeting and there should be enough time for shareholders to submit questions ahead of the AGM. Transcripts of the Q&A should be uploaded to the company’s website following the AGM.

The FRC says that it intends to work with the government to consider what measures may be needed to ensure that AGMs in 2021 can take place either as a virtual meeting (that is, a meeting held exclusively online) or as a hybrid meeting. It also proposes to establish a stakeholder group comprising government, companies and investors to consider recommendations for legislative change in relation to AGMs.

The FRC’s Financial Reporting Lab has published a report on Video in corporate reporting, which looks at how companies currently use video in corporate reporting and shareholding meetings.

Sarah Hawes
Sarah Hawes
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Gareth Sykes
Gareth Sykes
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Stephen Wilkinson
Stephen Wilkinson
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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 out in section 172(1)(a) to (f) of the Companies Act 2006 when performing their duty under section 172 (see our briefing for further detail).

The FRC Lab guidance note seeks to help companies consider what content to include in a section 172 statement, how to present it and how to facilitate the process of preparing the statement.

Key points discussed in the guidance note include:

  • Content – The statement should explain why particular stakeholders are considered to be key; why particular engagement methods were effective; and the key decisions and planned actions in light of engagement and feedback. There should be appropriate linking to the company’s strategy and business model. The report also says that the statement should include discussion of the board’s oversight of stakeholder engagement.
  • Presentation – The statement should be clearly labelled, and cross-refer to further detail in other parts of the annual report. Case studies of significant decisions taken during the year are also helpful.
  • Process – Board agendas and board papers can be used to include helpful prompts on stakeholder-related issues.

 

Gareth Sykes
Gareth Sykes
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Antonia Kirkby
Antonia Kirkby
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Alex Kay
Alex Kay
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FRC Lab report on corporate reporting and Covid-19

The FRC’s Financial Reporting Lab has published two reports on corporate reporting issues in light of the ongoing Covid-19 pandemic. One covers Resources, action, the future and the other Going concern, risk, and viability.

Both reports summarise the key messages from the FRC Lab’s previous reports discussing these issues which were published in June 2020 (see our blog post at the time). They provide an update on recent developments in these areas, provide practical examples of reporting since June 2020 and provide guidance on what disclosures may look like going forward.

In relation to going concern, risk and viability, the key issues in that report include:

  • Going concern and viability – Companies are generally providing more information in the annual report to support the going concern assessment. Looking ahead, the report says that discussion of the process used in relation to scenario planning and mitigations would be helpful.
  • Risk reporting – ‘Covid-19’ or ‘pandemic’ has been included by almost all companies as a new primary or emerging risk. Going forward, the FRC Lab says that disclosing the effects of Covid-19 on other risks, rather than including the pandemic as a standalone risk, may provide more useful information to investors.

In relation to resources, action and the future, the key issues in that report include:

  • Resources – Companies continue to provide information about their cash balances and liquidity. The FRC Lab says that cash may once again become an issue for companies and so providing detail of the evolving cash position is increasingly important.
  • Actions – Companies continue to disclose the actions that they are taking in response to the pandemic. Going forward, describing the actions taken by management at different stages in the recovery process is very useful.
  • The future – The higher level of uncertainty resulting from the pandemic continues to be discussed by companies. Looking forward, further information on future prospects, opportunities and more granular information by geographical location would be helpful for investors.
Gareth Sykes
Gareth Sykes
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Sarah Hawes
Sarah Hawes
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Robert Moore
Robert Moore
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FRC paper on the future of corporate reporting

The FRC has published a discussion paper, A Matter of Principles: The Future of Corporate Reporting.

The discussion paper explores ideas for fundamental changes to the corporate reporting framework in the UK, to make it more effective and engaging for a company’s stakeholders. It asks whether the traditional concept of the annual report remains fit for purpose, given the increasing importance of non-financial information and the digital channels available to companies to engage with their stakeholders.

The paper proposes a completely new approach to corporate reporting, replacing the current annual report with a network of interconnected reports. The network of reports would be centred around a “business review”, which would effectively be a more concise version of the current strategic report. The financial statements would be a separate standalone report. The network would also include a “public interest report”, which would be a broader, stakeholder-focused report.

The paper also discusses the opportunities available to improve the accessibility of corporate reporting through the use of technology.

The FRC says that these proposals are consistent with the themes in the Kingman Review and the Brydon Review (see our blog post at the time) on audit reform.

The FRC seeks comments on the discussion paper by 5 February 2021.

Gareth Sykes
Gareth Sykes
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Antonia Kirkby
Antonia Kirkby
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Barnaby Hinnigan
Barnaby Hinnigan
+44 20 7466 2816

 

Covid-19 – latest developments for corporate practitioners

The following guidance and materials may be of interest to companies in light of the Covid-19 pandemic.

Corporate reporting

  • FRC thematic review – The Financial Reporting Council (FRC) has published a thematic review on the financial reporting effects of Covid-19. The report seeks to provide guidance for companies when preparing their annual and interim financial reports by identifying areas where disclosures affected by Covid-19 can be improved, as well as providing examples to show the level of detail in some of the better disclosures. Areas discussed in the report include going concern and viability; cash, liquidity and covenant compliance; dividends and capital management; the strategic report; alternative performance measures; significant judgements and estimates; and impairment issues.

Other materials

  • Recapitalisation of UK companies– The CityUK Recapitalisation Group (RCG) has published a report Supporting economic recovery: recapitalising businesses post Covid-19. The report, to which we contributed, sets out a series of options for converting, restructuring and repaying the projected £35 billion in unsustainable debt that could result from Covid-19 loans.
  • Consolidated Covid-19 corporate update – We have published a consolidated Covid-19 update briefing which summarises the major pieces of legislation and guidance that have been published in relation to UK corporate law over the last few months in light of the pandemic.
  • Disputes risks – The pandemic has led to unprecedented disruption to economic activity on a global scale. Inevitably, this will lead to disputes. We have published a new Disputes Risk guide which looks at a number of areas in which we anticipate that disputes may arise as a result of the pandemic or associated disruption. These include contractual disputes; class actions, such as shareholder, employee, competition or data breach claims; insolvency litigation, including claims brought by creditors and officeholders; and judicial review of governmental decisions or actions.

For further Covid-19 related publications, see our COVID-19 Hub.

Sarah Hawes
Sarah Hawes
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Antonia Kirkby
Antonia Kirkby
+44 20 7466 2700

Gavin Williams
Gavin Williams
+44 20 7466 2153

Covid-19 – latest developments for corporate practitioners

Further guidance for companies has been published in light of the Covid-19 pandemic.

Corporate reporting

  • FRC Lab reports – The Financial Reporting Council’s (FRC) Financial Reporting Lab has published two reports which seek to give companies practical guidance on corporate reporting, and investor expectations, in light of the Covid-19 pandemic.
    • Covid-19 – Resources, action, the future covers: resources, including the availability of cash; actions to manage short-term expenditure and ensure viability; and the future and how the decisions taken now ensure the sustainability of the company and impact customers, suppliers and employees. These three areas reflect the Five current questions investors seek information on, published by the FRC Lab in March 2020.
    • Covid-19 – Going concern, risk and viability notes that going concern is not binary, or a pass/fail concept. A company can be a going concern even when one or more material uncertainties exist. However, in those circumstances, those uncertainties should be disclosed, together with management’s consideration of them. In relation to risk reporting, the FRC Lab says investors want to understand how the risks have changed, the specific impact on the company and how management have responded.

Contract

  • Execution of documents – The Law Society has updated its guidance on virtual execution and the use of e-signatures to include tips on how to operate in practice.
  • Covid-19 contract disputes – The economic disruption caused by the Covid-19 pandemic inevitably exposes businesses to heightened legal risk. In particular, counterparties may seek to delay, or avoid, performance and/or terminate agreements. We have published a guide which provides a general overview of the common bases for avoiding contractual obligations in commercial contracts, including a comparison of the key rights and remedies.

Companies House

  • Filings at Companies House – Companies House has developed a temporary service to enable companies to file certain documents online that would usually have to be submitted in a paper format. A list of the documents that can be filed in this way, which is currently quite limited, is available here. Companies House is planning to expand this service before the end of July to enable the upload of resolutions and articles of association.

Other relevant materials

  • Company meetings and insolvency regime – The new Corporate Insolvency and Governance Act 2020, which will both reform the insolvency regime in the UK and introduce relaxations for companies holding meetings while Covid-19 restrictions remain in force, received Royal Asset last night. We will be publishing further commentary in due course. Further information on the then draft Bill and its impact on financial institutions, landlords and supply chains is available here.
  • Insurance – The Financial Conduct Authority (FCA) has published guidance on its expectations for insurers and insurance intermediaries when handling claims and complaints for business interruption policies during the test case brought by the FCA (see our corporate update 2020/10 for brief details on the case).
  • Repairing the balance sheet – As businesses emerge from the immediate shocks of the humanitarian and economic effects of Covid-19 and the public health responses to it, we have published a new guide in which we look at how businesses can begin to rebuild their balance sheets and adapt their funding in order to ensure their long-term ability to thrive.

For further Covid-19 related publications, see our COVID-19 Hub.

Sarah Hawes
Sarah Hawes
+44 20 7466 2953

Gareth Sykes
Gareth Sykes
+44 20 7466 7631

Gavin Williams
Gavin Williams
+44 20 7466 2153

Covid-19 – latest developments for corporate practitioners

Further additional guidance for companies has been published in light of the Covid-19 pandemic.

Company meetings

  • FRC and BEIS Q&A on company meetings – The Financial Reporting Council (FRC) and Department of Business, Energy and Industrial Strategy (BEIS) have published updated Q&A and best practice guidance on AGMs and other general meetings, pending the Corporate Governance and Insolvency Bill coming into force. The guidance says that, where it is not possible to hold an AGM as usual, companies should consider whether there is scope to convene a physical meeting with a representative cross-section of members. If such a meeting is possible, companies should ensure that shareholders can ask questions before any voting takes place. If a physical meeting is not possible, companies should explore how members might actively participate in a meeting by virtual means. It is currently expected that the Corporate Governance and Insolvency Bill, which will give companies additional flexibility in relation to shareholder meetings, will come into force by the end of the month.

Corporate reporting

  • AIM – The London Stock Exchange has announced, in the latest edition of Inside AIM, that AIM companies can have an additional month to finalise their half-yearly reports if needed (normally an AIM company must notify its half-yearly report within three months from the end of the period to which it relates). This extension is temporary while the UK faces the disruption resulting from the coronavirus pandemic.

Contract issues

  • Force majeure – As a result of the Covid-19 pandemic, many commercial parties have been reviewing their contractual arrangements to consider whether there are grounds for excusing non-performance or suspending or terminating their contracts. We have developed a new interactive tool which is designed to assist parties in evaluating the availability of force majeure relief under English law, either in respect of a party’s own contractual obligations or those of its counterparty. Click here to access the tool.

Other relevant materials

For further Covid-19 related publications, see our COVID-19 Hub.

Sarah Hawes
Sarah Hawes
+44 20 7466 2953

Antonia Kirkby
Antonia Kirkby
+44 20 7466 2700

Roddy Martin
Roddy Martin
+44 20 7466 2255

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 requirements for certain other entities).

The Bill would allow shareholder meetings to take place by electronic or any other means notwithstanding the provisions contained in the Companies Act 2006 and the company’s articles of association. The participants would not need to be in the same place and shareholders would not have a right to attend in person. The Bill would apply to company meetings held between 26 March and 30 September 2020 and if the deadline for a company to hold a shareholder meeting falls within this period, that deadline is extended to 30 September 2020. The Bill would also give the Secretary of State power to make secondary legislation in relation to notices and other documents relating to shareholder meetings. The second reading of the Bill is scheduled for 3 June 2020.

The provisions in the Bill largely reflect the guidance published by ICSA: The Chartered Governance Institute pursuant to which companies have been holding meetings with only the quorum physically present and other shareholders unable to attend. The main impact of the Bill would be to allow the quorum to meet virtually (for example, by a telephone call) rather than physically at a prescribed venue.

The Bill also contains major reforms to UK insolvency law (see below) and would give the Secretary of State the power to extend the periods for filing certain documents at Companies House.

Separately, the Financial Conduct Authority (FCA) has published a Primary Market Bulletin (PMB No. 28). The focus of PMB No. 28 is half-yearly financial reports (see below) but it also contains commentary on shareholder engagement and company meetings. The FCA encourages issuers to look at ways to allow shareholders to ask questions of management and exercise their voting rights effectively when making alternative arrangements to physical general meetings. The FCA also says that it is supportive of virtual general meetings.

  • Government support – The Government has announced that companies accessing the Bank of England’s Coronavirus Corporate Financing Fund (CCFF) and companies borrowing more than £50 million through the Coronavirus Large Business Interruption Loan Scheme (CLBILS) will be subject to restrictions on distributions to shareholders and executive pay. In relation to distributions, companies will be unable to make dividend payments or undertake share buybacks. In relation to executive pay, companies will be unable to pay any cash bonuses, or award any pay rises to senior management. For companies accessing the CCFF, these restrictions will apply to participants that wish to borrow beyond 19 May 2021 and for companies borrowing under the CLBILS, they apply until the facility has been repaid in full.

Corporate reporting and company announcements

  • FCA statement on half-yearly financial reports – The FCA has published a Primary Market Bulletin (PMB No. 28) pursuant to which the period for listed companies to publish their half-yearly reports is effectively extended by one month such that the half-yearly report must be published within four months after the end of the half-year. The FCA also discusses going concern statements. It acknowledges the difficulties that companies may face in relation to the going concern assessment in light of the current circumstances and notes that auditors may need to include remarks in their audit opinion in relation to the going concern assessment. The FCA says that it is vital that investors are properly informed of the impact of COVID-19 and encourages users of financial statements to take into account the current circumstances when assessing their response to going concern disclosures. There is also discussion of shareholder engagement by listed companies (see above) and a statement that issuers could consider participation by smaller shareholders in capital raisings.
  • ESMA statement on half-yearly financial reports – The European Securities and Markets Authority (ESMA) has issued a public statement on the implications of COVID-19 on half-yearly financial reports. The statement discusses issues including the contents of the interim management report, risks and uncertainties linked to COVID-19 and impairment of non-financial assets.
  • Inside information – The FCA has published Market Watch No. 63 which focuses on inside information issues in light of COVID-19, particularly in the context of capital raisings. The FCA reminds issuers that they should continue to assess carefully what information constitutes inside information as COVID-19 and public policy responses to it may alter the nature of information that is material to a business’s prospects. Issuers should carefully monitor whether any new information is materially different from previous forecasts, guidance, or signals which they have announced publicly and which would now be likely to be misleading to investors. The FCA also reminds issuers that delaying the disclosure of inside information is only permissible when all three of the conditions to delay set out in Article 17(4) of the Market Abuse Regulation are met. Those conditions are that immediate disclosure is likely to prejudice the legitimate interests of the issuer; delay of disclosure is not likely to mislead the public; and the confidentiality of that information can be maintained.
  • Updated FRC guidance – The Financial Reporting Council (FRC) has updated its guidance for companies on corporate reporting during the COVID-19 pandemic by adding new sections on the reporting of exceptional items and alternative performance measures (APMs).

Contract issues

  • Force majeure – Many contracting parties have already been affected by force majeure events arising out of the COVID-19 pandemic and the associated restrictions. As the focus starts to shift toward the gradual easing of lockdown measures, those parties who have claimed force majeure relief will be preparing to resume performance as soon as the impact of the force majeure event comes to an end. However, it is also important for contracting parties to prepare for any second wave force majeure situation.

The force majeure implications of a potential second wave of COVID-19 infections and the resulting re-imposition or tightening of lockdown measures are discussed in a recent blog post and in a new episode of our Navigating COVID-19 podcast series. Our podcasts are available on iTunes, Spotify and SoundCloud and can be accessed on all devices.

  • Practical issues around signing and completion of contracts – Given the current restrictions on interaction which have been imposed by the UK Government and with a large number of people working from home, it is not always possible to adopt the usual methods for signing and completing transactions. In this briefing we summarise some practical points to ensure compliance with the necessary legal formalities whilst these measures remain in place.

Insolvency law

  • Major reforms to insolvency law – The Government has published the Corporate Insolvency and Governance Bill which contains the most far-reaching reforms to UK insolvency law in over 30 years. The Bill has been introduced on an emergency basis in an attempt to ensure that otherwise financially viable companies survive during a period of unprecedented interruption and turmoil. The Bill would introduce new company moratoriums and restructuring plans and would amend the current winding up and wrongful trading regimes. Our Restructuring, Turnaround and Insolvency team has published a briefing on the Bill which is available here.

Other relevant materials

For further COVID-19 related publications, see our COVID-19 Hub.

Caroline Rae
Caroline Rae
+44 20 7466 2916

Gareth Sykes
Gareth Sykes
+44 20 7466 7631

Ben Ward
Ben Ward
+44 20 7466 2093

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 and extent of the procedures that they apply to assess the going concern assumption at the half-yearly date. If going concern has become a significant issue, the FRC recommends that directors undertake procedures similar to those for annual financial statements and consider whether to engage their auditors to perform an interim review (although there is no legal requirement to do so).

Company meetings

  • AGMs and other general meetings – The Department for Business, Energy and Industrial Strategy (BEIS) and the FRC have published an updated Q&A on the legislation that will be introduced to assist companies where COVID-19 restrictions make it difficult to hold meetings. The Q&A confirms that the legislation will apply retrospectively from 26 March 2020 until 30 September 2020, and that it will apply to general meetings as well as annual general meetings. There is no indication of when the legislation will be published.

Contract issues

  • Execution of documents – The Law Society has published guidance on virtual execution and e-signatures during the COVID-19 pandemic. It draws attention to its existing practice notes on Executing documents by virtual means (referred to as the Mercury Note) and Executing documents using an electronic signature. It also provides an update on recent relevant advances in the use and acceptability of electronic execution. The Land Registry has confirmed that it will, until further notice, accept email PDFs of deeds signed in accordance with “Option 1” in the Mercury Note.
  • Force majeure – The COVID-19 pandemic has led many commercial parties to review their contractual arrangements and consider whether there are any grounds on which they may seek to delay or avoid performance (or liability for non-performance), or suspend or terminate their contracts. Our new publication, COVID-19: Force majeure: A global perspective, provides a high-level overview of the approach taken to force majeure clauses in key jurisdictions including Australia, China, France, England & Wales, Germany, Japan and the United States.
  • Insurance – The Financial Conduct Authority (FCA) has announced that it intends to obtain a court declaration to resolve contractual uncertainty in business interruption insurance cover. It says that it is not intended to encompass all possible disputes, but to resolve some key contractual uncertainties, in order to assist both insurers and insureds.

Other relevant materials

We have published a guide on Governance of companies in the current environment. Business-as-usual decision making, disclosures and corporate reporting have all been, and are likely to continue to be, disrupted at least in the short term. Companies will need to ensure that robust and effective decision-making processes remain in place and that they fulfil their legal and regulatory obligations to investors and other stakeholders. In the guide, we suggest practical steps that companies should consider, both in the short term and in the months ahead.

For our other guides (on Managing Liquidity, People and Supply Chains) and further COVID-19 related publications, see our COVID-19 Hub.

Sarah Hawes
Sarah Hawes
+44 20 7466 2953

Antonia Kirkby
Antonia Kirkby
+44 20 7466 2700

Caroline Rae
Caroline Rae
+44 20 7466 2916

COVID-19 – latest developments for corporate practitioners

Further additional guidance for companies has been published in light of the impact of the COVID-19 pandemic.

Company meetings and other corporate actions

  • Shareholder meetings – The Department for Business, Energy and Industrial Strategy (BEIS) and the Financial Reporting Council (FRC) have published a Q&A document on AGMs and other general meetings. The government announced in March that it would put forward legislation to make it easier for companies to hold shareholder meetings while COVID-19 restrictions are in place and the Q&A discusses the measures that the legislation might cover. Options could include providing companies with the ability to hold “closed” meetings or giving companies the ability to override their articles of association for a short period.
  • Withdrawal or amendment of dividend resolution – ICSA: The Chartered Governance Institute has published guidance on withdrawing or amending a dividend resolution at an AGM. It considers how a company can withdraw or amend its dividend resolution, how proxy votes should be treated if the resolution is being amended to reduce the dividend after proxy votes have been submitted and whether an announcement is required.
  • Executive remuneration – The Investment Association (IA) has published guidance which sets out its expectations on how UK listed companies should reflect the impact of COVID-19 on executive pay. It says that boards must justify levels of executive pay and ensure that executives’ experiences reflect those of shareholders, employees and other stakeholders, especially if a company has sought to raise additional capital from shareholders or has made use of Government support such as the Coronavirus Job Retention Scheme. Where dividend payments have been suspended or cancelled, the IA considers that this should be reflected in executive pay. Our remuneration and incentives team has published an e-bulletin on the guidance, which is available here.
  • FCA letter on fair treatment of corporate customers preparing to raise equity finance – The Financial Conduct Authority (FCA) has published a “Dear CEO” letter commenting on reports of banks failing to treat their corporate clients fairly when negotiating new or existing debt facilities. It says that it has had reports that banks may have used their lending relationship with corporate clients to secure roles on equity mandates. In some cases, these roles may be ‘in name only’, with few or no additional services being provided in exchange for a share of the fee pool. The FCA says that it will be looking into this further and notes that such conduct could be a breach of FCA rules and Principles.
  • Companies House – Companies House has updated its guidance on filing documents while Covid-19 restrictions are in place. It has introduced an emergency filing service for a selection of paper documents that do not have an online option, such as applications to remove material about a director.

Corporate reporting

  • Modern slavery reporting – The government has launched a new web page to provide guidance for businesses reporting under the Modern Slavery Act during the COVID-19 pandemic. In light of the COVID-19 pandemic, the guidance says that, as well as focusing on the health and safety of their workers, businesses will need to consider how fluctuations in demand and changes in their operating model may lead to new or increased risks of labour exploitation.  It also recognises that businesses may need to delay the publication of their modern slavery statement by up to 6 months and will not penalise those that do so.
  • Alternative Performance Measures (APMs) – The European Securities and Markets Authority (ESMA) has published an updated version of its Q&A on APMs to provide guidance to issuers on the application of its APM Guidelines in the context of the COVID-19 pandemic (an APM is a financial measure of historical/future financial performance, financial position or cash flows which is presented voluntarily by a company to aid understanding of its performance). The new Q&A on COVID-19 encourages issuers to use caution when adjusting APMs and including new APMs to address the impact of COVID-19, and invites issuers to provide information regarding any modifications and assumptions and on measures to address the impact that the outbreak may have on it.

Other relevant materials

We have published two further guides on the impact of COVID-19 on businesses:

  • One focuses on People and explores the measures available to employers, and approaches they may wish to take, during the crisis and in its aftermath to safeguard the health and safety of employees, to preserve jobs, skills and the future viability of businesses, and to protect individual personal data.
  • The other focuses on Supply chain and looks at various ways of managing supply chain difficulties, such as how to maintain the links in the supply chain, competition law issues, product-related issues and the suspension and termination of contracts.

For further information on this and other COVID-19 related issues, see our COVID-19 Hub.

Sarah Hawes
Sarah Hawes
+44 20 7466 2953

Antonia Kirkby
Antonia Kirkby
+44 20 7466 2700

Ben Ward
Ben Ward
+44 20 7466 2093