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FCA Publishes Final Listing Rules on Sponsor Competency

Following on from the consultation at the end of 2023, the FCA has published its changes to the Listing Rules sourcebook, chapter 8 (sponsors), which take effect immediately. The changes focus on how a sponsor or a person...more

Takeover Panel Consultation on the Application of the Takeover Code

A new Takeover Panel consultation proposes to narrow the scope of the companies subject to the Takeover Code (the “Code”). ...more

FRC Revises UK Corporate Governance Code

Following the May 2023 consultation on the UK Corporate Governance Code (“Code”), the FRC has published a revised Code. The changes focus primarily on one area - Internal Controls whilst other changes have been kept to a...more

The Takeover Panel Publishes Changes to Rule 21 (Restrictions on Frustrating Action)

Following on from its earlier consultation, the Code Committee of the Takeover Panel has published its amendments to Rule 21 of the Code which take effect on 11 December 2023 and apply to on-going transactions which straddle...more

FRC publishes consultation on the UK Corporate Governance Code

Following the government’s white paper on ‘Restoring trust in audit and corporate governance’, the FRC has published a consultation on the UK Corporate Governance Code (“Code”). ...more

FCA Primary Market Bulletin No. 44

Primary Market Bulletin No. 44 reminds issuers of the: ..use of multimedia content (including audio and video) in regulatory news announcements; ..FCA’s position on the requirement for a prospectus when shares are...more

Update from Parker Review 2023

An update report from the Parker Review on Ethnic Diversity highlights that 96% of FTSE 100 companies have met the target of at least one minority ethnic director on their boards. FTSE 250 companies are making progress...more

Preparing for your 2023 AGM

2022 saw the return of physical meetings for a significant majority of AGMs, with companies viewing hybrid meetings as more complex and costly. Institutional investors continue to support well organised hybrid meetings, but...more

FCA publishes Primary Market Bulletin No. 42 and Market Watch 71

The FCA has published Primary Market Bulletin No.42 which, amongst other things: (i) discusses themes from the FCA’s enquiries into unlawful disclosure of inside information (ii) highlights the relationship between the...more

Revised Pre-Emption Group Statement of Principles

The Pre-emption Group has published a revised Statement of Principles permitting companies to disapply the statutory pre-emption rights for up to 20% (on a 10% + 10% basis) of their issued share capital in any one year.  This...more

FCA fines chair of a listed company for unlawfully disclosing inside information

The chair of a premium-listed company has been fined £80,000 for unlawfully disclosing inside information to major shareholders before the information was announced to the market. This case acts as a reminder for...more

UK Secondary Capital Raising Review

The UK Secondary Capital Raising Review, led by Mark Austin, has published its proposals on how to how to improve capital raising processes in the UK after IPO.  Initial findings include increasing the pre-emption thresholds...more

FCA planning reform of the listing regime

The FCA have published the next stage of the Primary Markets Effectiveness Review. They propose that companies who wish to list in the UK would no longer have to choose between two different segments (premium and standard)...more

FCA Policy Statement on diversity and inclusion on boards

In light of broad support, the FCA is proceeding with its changes to require companies to make annual disclosure requirements on the representation of women and people from an ethnic minority background at board and executive...more

FCA and AIM Regulation removal of temporary relaxations

Primary Market Bulletin No. 39 announces the removal of temporary measures, introduced during the Covid-19 pandemic, relating to the timing for publishing annual financial reports/interim results as well as rescinding the...more

Update report from the Parker Review

Five years on significant progress has been made in reaching the goal of “At Least One by 21” (ie. every FTSE 100 company to have at least one person from a minority ethnic group on its board). At the end of 2021, 89 FTSE 100...more

FCA Technical Note on the TCFD climate-related financial reporting requirements

In 2022, the annual reports of premium listed commercial companies should include a compliance statement setting out whether the company has made disclosures consistent with the “TCFD's recommendations and recommended...more

BEIS guidance on mandatory climate-related financial reporting and FTSE Women Leaders Review first report

To assist in-scope UK companies comply with the new mandatory climate-related financial disclosures when reporting next year, the Government has published some helpful non-binding guidance. Separately, the first report...more

Takeover Panel response - conditions to offers and the offer timetable

Last year the Takeover Panel (the “Panel”) published a consultation paper proposing a number of amendments to (i) simplify the offer timetable under the Code (ii) provide certainty that once a firm offer has been announced it...more

Executive Pay – what to consider for FY 2020/21

Executive pay has been a hot topic for a number of years but the uncertainty created by the pandemic has resulted in an increased level of scrutiny of public company pay decisions and revised related proxy voting...more

IA Shareholder Priorities for 2021

The Investment Association (IA) has published its Shareholder Priorities for 2021 setting out investor expectations on (i) climate change (ii) audit quality (iii) stakeholder engagement and (iv) diversity. This year there is...more

UK COVID and Executive Remuneration: IA issues further guidance

The Investment Association (IA) has published (i) additional guidance on shareholder expectations for executive remuneration in light of COVID; (ii) its 2021 Principles of Remuneration; and (iii) its statement on executive...more

UK COVID-19 and the payment of dividends

As the AGM season is upon us, many companies have already made the decision to withdraw the proposal to pay a final dividend in order to preserve cash and provide financial flexibility for the future. Other companies are...more

UK COVID-19: Shareholder expectations for executive remuneration

In response to a request from Remuneration Committees of UK listed companies and their advisers, the Investment Association (IA) has published shareholder expectations on how remuneration committees should be reflecting the...more

UK COVID-19: Q&As on forthcoming AGMs

On 28 March the UK Government announced that it will introduce legislation to ensure that  companies can hold Annual General Meetings (AGMs) safely. Legislation is currently being drafted but in the interim, the FRC and BEIS...more

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