Archive for December 1st, 2011

1 December 2011

European Commission proposals for reform of the audit market: Big Four firms may have to separate their audit businesses

Wide-ranging changes suggested to the structure of the statutory audit market and the business model of the Big Four

The European Commission published its proposals for reform of the audit market on 30 November 2011. These proposals, if enacted in their current form, would entail major changes to the business models of the Big Four auditors, to the work of the audit committees of large listed and regulated companies, and to the regulation of the audit market in the EU. To implement its proposals, the Commission has put forward a draft Directive to amend Directive 2006/43/EC (the Statutory Audit Directive) and a new Regulation on specific requirements for the statutory audit of public-interest entities. The Commission’s press release is here and its useful FAQs are here.

The impetus behind the proposals is the perceived failure of auditors to identify problems in their audits of those financial institutions that had to be rescued by government bail-out in the early stages of the financial crisis. In the words of the Commission’s proposed Regulation:

“Given that many banks revealed huge losses from 2007 to 2009 on the positions they had held both on and off balance sheet, it is difficult for many citizens and investors to understand how auditors could give clean audit reports to their clients (in particular banks) for those periods.”

The Commission’s proposals

1 December 2011

Takeovers: Accidentally triggering the 30% mandatory offer requirement in Rule 9

Invesco let off by the Takeover Panel after accidentally acquiring more than 30% of the voting rights in Chemring Group plc

A fundamental tenet of takeover regulation in the UK is that once a person acquires an interest in shares which carry 30% or more of the voting rights in a company, that person must make an offer for all of the equity share capital of that company.  This is the “mandatory offer requirement” contained in Rule 9 of the Takeover Code.

How easy it can be accidentally to stray into Rule 9 mandatory offer territory is illustrated  by yesterday’s announcement from Chemring Group plc that Invesco’s holding in Chemring exceeded 30% on 25 November 2011 ”as a result of a purchase coinciding with a share buyback”.  I.e., Chemring’s buyback of its own shares, together with Invesco’s purchase in the market, meant that Invesco’s holding went over 30% – and so theoretically triggered the requirement for Invesco to make a mandatory offer.

Fortunately for Invesco, the Panel let them off – as it has discretion to do.  From Chemring’s announcement of 30 November 2011:

“This was an inadvertent mistake. Following discussions, the Takeover Panel has confirmed that no mandatory bid under Rule 9 of the Takeover Code for Chemring Group plc is required by Invesco Ltd. Invesco Ltd has taken immediate steps to correct the position by effecting a sale of shares such that its holding in Chemring Group plc decreases to below 30%.”

The problem was already apparent to the market, as  on 29 November 2011 this TR-1 (Notificaton of major interest in shares) was released, showing at box 8A that Invesco now had a holding of 30.05% of Chemring’s issued share capital.

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1 December 2011

NAPF issues updated Corporate Governance Policy and Voting Guidelines

Changes will apply during the 2012 company meeting and voting season

The National Association of Pension Funds (NAPF) issued an updated version of its Corporate Governance Policy and Voting Guidelines on 25 November 2011.  A NAPF note explaining the changes – which are minor, and principally concerned with the importance of gender diversity on boards and encouraging companies to state fully the skills and experience that a director brings to his or her role – from the previous version of the Guidelines can be read here.

The purpose of the Guidelines “is to assist investors in their interpretation of the provisions of the UK Corporate Governance Code when assessing a company’s compliance with it”.  For other recent developments in corporate governance, click on our “Corporate governance” category.

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