Adam Hastings

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The Institutional Shareholder Services (ISS) has stated that recent high-profile corporate failures and accounting scandals have raised investors’ concerns about the efficacy of financial statements and the need for improved audit quality and stronger boardroom oversight. Against this backdrop, ISS has published its 2019 benchmark policy consultation, seeking views on certain of its proposed voting policies for 2019. In relation to its UK/Ireland and European policies, the key changes under consideration are as follows: ”Where information is available,…
The 2018 UK Corporate Governance Code has been published today by the Financial Reporting Council. The 2018 Code puts the relationship between companies, shareholders and stakeholders “at the heart of long-term sustainable growth in the UK economy”. It is shorter and sharper than the previous Code and is structured by high-level Principles and more detailed Provisions.  The supporting Principles from the previous Code have been removed and, in some cases, been incorporated into the new Principles or Provisions, while others…
The UK will be getting a revised Corporate Governance Code, most likely effective January 2019. The House of Commons Library has published a briefing paper on Corporate Governance Reform. The briefing paper provides an overview of the corporate governance framework in the UK, including the history of the UK corporate governance code (UKCG Code) and the interaction of the UKCG Code with directors’ duties under the Companies Act 2006 (CA 2006). The paper also provides…
On 25 April 2018 the Quoted Companies Alliance published a revised version of its 2013 corporate governance code. Key changes from the 2013 version include: The principles have been redrafted so there are now 10, rather than 12. A new principle has been added requiring companies to promote a corporate culture that is based on sound ethical values and behaviours. The principles and the necessary disclosure sections have been merged so that the necessary disclosures…
The Takeover Panel has published details of amendments to the Takeover Code, effective from 8 January. When a firm intention to make an offer is announced, the announcement will need to include a new requirement, namely the offeror’s intention with regard to the business, employees and pension scheme(s) of the offeree company. The notes to the new requirement expain that the offeror must state: “its intentions with regard to the future business of the offeree company, including its…
The London Stock Exchange (“Exchange”) has published AIM Notice 46 in which it announced the launch of a discussion paper on proposed changes to the AIM Rules for Companies and the AIM Rules for Nominated Advisers. Many of the proposals concern the pre-admission process, principally to avoid delays. However, there are a number of proposals which would affect companies already admitted to trading on AIM. Pre-Admission Proposals Early notification: whether nominated advisers should enter into discussions with…
The Financial Conduct Authority has published a consultation paper on reforming the availability of information in the UK equity IPO process. In the FCA’s view, for too long information on companies about to float has been restricted to corporate finance advisory firms and investment bankers. By the time the prospectus is published, trading in the company’s shares has already commenced with the result that independent assessment of the pricing and size of the offer cannot take place.…
Certain large public interest entities, including companies listed on the Official List, who have more than 500 employees, are required to include a non-financial statement as part of their strategic report by the Companies, Partnerships and Groups (Accounts and Non-Financial Reporting) Regulations in relation to the financial years beginning on or after 1 January 2017. The regulations amend Part 15 of the Companies Act 2006 and form part of the UK’s implementation of the Non-financial Reporting Directive 2014/95/EU