Beneficial ownership - BEIS call for evidence on register of beneficial owners of overseas entities
In March 2016, BEIS published a discussion paper which outlined a range of proposals to enhance the transparency of beneficial ownership of overseas companies owning UK property or engaging in UK central government procurement. A detailed call for evidence on these proposals was published on 5 April 2017. We look at the key proposals. MORE>
Corporate Governance - BEIS Committee Report
While most attention in the corporate governance arena has focused on the recent Government Green Paper, a near-parallel process has been underway in the form of an inquiry into corporate governance by the Business, Energy and Industrial Strategy (BEIS) Committee. The Committee's report, published on 5 April, looks at corporate governance in the round and considers whether the UK corporate governance framework is fit for purpose, whether it provides the right structures to assist businesses in making high quality decisions for the long term (taking the wider interests of society fully into account) and how good behaviour can be embedded in business through cultural change and persuasion. MORE>
Corporate Governance - McGregor-Smith Review on race in the workplace
In March, the McGregor-Smith Review on race in the workplace generally was published. The Review makes 26 detailed recommendations to improve diversity within organisations. Most of these are directed at employers although a couple of the recommendations are directed at government, including that it should legislate to ensure that workforce data broken down by race and pay band. The recommendations are aimed at companies with more than 50 employees. This article looks at the recommendations in more detail and at the government's response, published on the same day. MORE>
Company law - Duty to report payment practices: final regulations
The Reporting on Payment Practices and Performance Regulations 2017 and the Limited Liability Partnerships (Reporting on Payment Practices and Performance) Regulations 2017 have now been published. We reported in our February newsletter on the revised drafts of the regulations and the new regime which came into force on 6 April requiring large companies (both public, private and listed) to publish information about their payment of suppliers, including average time taken to pay them, on a government website in relation to financial years beginning on, or after, 6 April 2017. The final regulations are in the substantially the same form as the February versions.
New ICSA publication
The Institute for Chartered Secretaries and Administrators (ICSA) recently published a revised guidance note 'Terms of reference for the audit committee'. The note has been revised to reflect the latest version of the UK Corporate Governance Code (the Code) which was published in April 2016 and the FRC's Guidance on Audit Committees which was also updated in April 2016. It includes model terms of reference for the audit committee of a company seeking to comply fully with the requirements of the Code. The list of duties contained in the model terms of reference are based on what is considered best practice as carried out in some of the UK's largest listed companies. The note 'Terms of Reference for the audit committee' can be found here.
Electronic access point - FCA confirms changes to DTRs
In December, we reported on the FCA's proposals to amend the Disclosure Guidance and Transparency Rules sourcebook to require issuers to use a unique legal entity identifier (LEI) and classify regulated information according to prescribed categories when filing regulated information with the FCA. This is so the FCA can in turn comply with its obligations under a Technical Standard of the Transparency Directive concerning the European electronic access point. Click here to see the article. In Handbook Notice No. 42, the FCA has confirmed that the changes are being implemented as proposed with only minor alterations. The new rules come into effect on 1 October 2017. Issuers will not need an LEI to file regulated information before this date. To see Handbook Notice 42 in full, click here.
Primary Market Bulletin No.17 - Verdict on sponsor conflicts regime and more guidance for market participants
On 29 March 2017, the FCA published Primary Market Bulletin (PMB) No. 17, its regulatory bulletin for primary market participants. The edition outlines the key developments affecting listed companies and provides feedback on several consultations launched in previous PMB editions. In particular, the FCA addresses the feedback received during its review of the regime concerning sponsor conflicts and publishes new and amended guidance in its Knowledge Base. MORE>
Shareholder Rights Directive - key developments
We take a look at recent key developments concerning the proposed directive to amend the Shareholder Rights Directive (2007/36/EC). MORE>
Prospectus Regulation - key developments
On 5 April 2017, the European Parliament resolved to adopt, with amendments, the European Commission's proposal for a new Prospectus Regulation to repeal and replace the existing Prospectus Directive (2003/71/EC) and other corresponding measures. We take a look at some of the key amendments. MORE>
