From the introduction to the consultation paper:
From the introduction to the consultation paper:
Reporting: European Commission proposed directive on disclosure of non-financial and diversity information
On 16 April 2013 the European Commission published a proposed directive on the disclosure of non-financial and diversity information by large companies and groups.
From the FAQs:
“This proposed Directive would amend the Accounting Directives (Fourth and Seventh Accounting Directives on Annual and Consolidated Accounts, 78/660/EEC and 83/349/EEC, respectively). The objective is to increase EU companies’ transparency and performance on environmental and social matters, and, therefore, to contribute effectively to long-term economic growth and employment.
Companies concerned will be required to disclose in their annual reports relevant and material information on policies, results and risks concerning environmental aspects, social and employee-related matters, respect for human rights, anti-corruption and bribery issues, and diversity on the boards of directors.”
Following the Kay Review’s suggestion that the operation of fiduciary duties in the investment management industry should be reviewed, in March 2013 the Law Commission announced that its has started work on this project. The Commission expects to open a consultation in October 2013, with recommendations to Government being made by June 2014.
The Law Commission’s page on its review, containing its terms of reference, is here.
On 11 March 2013 the Department of Business, Innovation and Skills published a second draft of the regulations which will implement the Government’s changes to the corporate governance framework for executive remuneration. As we discussed in this post of June 2012, the big change is to give shareholders in quoted companies a binding vote over executive remuneration.
On 22 March 2013 BIS published a useful set of FAQs on these new regulations. Section C of those FAQs attempts to explain the implementation of the timing of the new regime.
The Financial Services Authority today published its second consultation on rules and guidance to transpose the Alternative Investment Fund Managers Directive into national law (the first FSA consultation is here).
On 14 March 2013 HM Treasury published a further consultation on the transposition of the AIFMD into UK law (here is our post on the January 2013 Treasury consultation).
The consultation document is here; the accompanying press release is here; and the draft regulations published alongside the consultation (“The Alternative Investment Fund Managers Regulations 2013″) are here.
From the press release:
HM Treasury has today published its promised consultation on making AIM company shares eligible for ISAs. The effect of the proposed changes is that High Growth Segment company shares, when and if there are any, will also be eligible for ISAs.
The key proposed change (see paragraph 3.3 of the consultation document) is that:
Consumer credit: Government confirms regulation will move from OFT to FCA in April 2014, Treasury and FSA issue consultation papers
The Government today confirmed that the regulation of consumer credit will move from the Office of Fair Trading to the new Financial Conduct Authority in April 2014.
HM Treasury / BIS announcement here.
As part of the Government’s “Red Tape Challenge”, the Department of Business, Innovation and Skills on 27 February 2013 launched a consultation on simplifying the company and business names rules. The consultation document is here; the consultation closes on 22 May 2013.
On 27 February 2013 the Department of Business, Innovation and Skills published a consultation document on “Simpler financial reporting for micro-entities: the UK’s proposal to implement the ‘Micros Directive’ consultation“.
The consultation follows the EU’s adoption in February 2012 of a “Directive on the annual accounts of certain types of companies as regards micro-entities - on which, see this post.
From the executive summary of the BIS consultation:
FSA says that VCTs, REITS and exchange traded products will be outside its proposed restrictions on the retail distribution of unregulated collective investment schemes
In a letter dated 11 February 2013, here.
London Stock Exchange’s new “High Growth Segment” for high growth companies with minimum market cap of £300 million: announcement and draft Rulebook
This morning London Stock Exchange announced its new “High Growth Segment” of the Main Market. The HGS is aimed at fast-growing companies aspiring to be included in the Premium Segment of the UKLA’s Official List. In the words of the Exchange:
“Market feedback from investors, sell side participants and the venture capital community confirms there are a significant number of UK and European businesses with ambitious development plans that are currently under-represented on the equity markets. This segment is part of the solution – it will provide greater choice for companies seeking capital and investors seeking growth opportunities.”
The HGS will be a segment of the EU’s EU regulated market and so the EU financial services directives (including the Prospectus Directive) will apply. The HGS will not be part of the Official List, with the Exchange explicitly designing the HGS as a “transitional route” to the Official List.
Key issuer eligibility criteria are:
Pension fund investors: “shares granted to executive directors should ideally be owned for at least ten years”
A group of pension fund investors – Hermes Equity Ownership Services, the National Association of Pension Funds, the BT Pension Scheme, RPMI Railpen and USS Investment Management – yesterday published a discussion document setting out guidance on executive directors remuneration. From the accompanying NAPF press release:
“The report sets out four principles to encourage companies to change their reward structures as they begin to think ahead to the introduction of the binding vote on remuneration policy next year.
The principles are:
1. Management should make a material long-term investment in shares of the businesses they manage. For example, shares granted to executive directors should ideally be owned for at least ten years, whether or not the executive is still in post. This would encourage succession planning and reduce the need for ‘golden hellos’ for new directors.read more »
The snappily-named Listing Rules Joint Working Party of the Company Law Committees of the Law Society of England and Wales and the City of London Law Society has published its response to the FSA’s October 2012 consultation on “Enhancing the effectiveness of the Listing Regime” (we discussed the consultation in this post).
AIFMD: ESMA consults on guidelines on key concepts, and on draft regulatory technical standards on types of AIFMs
The European Securities and Markets Authority launched two AIFMD-related consultations on 19 December 2012:
Consultation on guidelines on key concepts of the AIFMD.
- Consultation on draft regulatory technical standards on types of AIFMs.
From the press release:
“The European Securities and Markets Authority (ESMA) has launched a consultation on Guidelines on key concepts of the Alternative Investment Fund Managers Directive (AIFMD). The Directive provides the legal framework for both alternative investment funds (AIFs) and their managers (AIFMs).
ESMA’s draft guidelines are aimed at clarifying the rules applicable to hedge funds, private equity and real estate funds. These proposals help to clarify what entities fall under the remit of the AIFMD, thereby creating a level-playing-field by providing for consistent application of the provisions throughout the EU. In order to achieve this, the guidelines set out the criteria for what is considered to be:
• a collective investment undertaking;
• capital raising;
• defined investment policy; and
• the number of necessary investors.
The draft Guidelines will contribute to the creation of a level playing field in the area of AIFs.
Draft Technical Standards on Types of AIFMs
ESMA has also issued a consultation on Draft regulatory technical standards on types of AIFMs, which are aimed at ensuring the uniform application of the AIFMD across the EU. These standards distinguish between managers of AIFs whose investors have the right to redeem their shares at least annually (open-ended AIFs), and those whose investors have less frequent redemption rights.
Both papers follow an earlier discussion paper published by ESMA in February. For some of the issues covered in that paper, which are not addressed in the consultations published today, ESMA will take into account the Commission’s Level 2 implementing measures before deciding on the appropriate next steps.
The closing date for responses to these consultations is 1 February 2013. The Guidelines and Technical Standards will be finalised in the first half of 2013.”
“The Business, Innovation and Skills Committee today announces its intention to inquire into the Kay Review of UK Equity Markets and Long-Term Decision Making and the Government’s Response to that Review.
The Committee invites submissions of evidence on the recommendations set out in the Kay Review and the Government’s plans for the implementation of its recommendations.”
Submissions are invited by 18 January 2013.
The European Commission yesterday set out an “Action Plan: European company law and corporate governance“. The accompanying press release is here and a set of FAQs is here.
Below are the 16 measures contained in the plan; the “precise scope” of the different actions – i.e. whether each will relate to all companies or only to companies listed on regulated markets – will, in the Commission’s words, “be assessed at a later date”.
Delete “employee owner”, insert “employee shareholder”: Government publishes response to consultation on implementing employee ownership status
BIS has today published its response to the consultation which it launched on 18 October 2012 on its proposed new “employee owner status”, under which employees would sacrifice some employee rights in exchange for CGT-advantaged shares in their employer. We covered the consultation launch in this post.
The consultation response is here.
From the executive summary of the consultation response:
The Government on 18 October 2012 published the draft regulations which will effect its proposed reform of companies’ narrative reporting. We discussed the proposals in this post of September 2011 and the Government’s response to its consultation in this post of April 2012.
The draft regulations are contained in this BIS document, “The future of narrative reporting: a new structure for narrative reporting in the UK“, and the accompanying BIS press release is here. The closing date for comments on the draft regulations is 15 November 2012.
The BIS document contains this summary of the proposals:
New “employee owner” status: consultation published, Government to look at simplifying CA2006 share buy-back rules
The Department of Business, Innovation and Skills has today published its consultation on implementing the Government’s proposed new “employee owner status”, under which employees would sacrifice some employee rights in exchange for CGT-advantaged shares in their employer. The BIS press release is here and the consultation document is here (pdf).
Amongst the many thought-provoking aspects of the consultation document is a suggestion is that the Companies Act 2006 rules on share buy-backs might be relaxed after consultation (page 18):
Start-ups and growth companies: new “owner-employee” contracts will swap employment rights for CGT-exempt shares
The Chancellor announced the outlines of a new type of employment contract today, the premise of which is that an employee will give up some employment rights in exchange for CGT-exempt shares in their employee.
The Treasury announcement is here and its main points are set out below. As to how these shares would interact with good leaver / bad leaver provisions, all the announcement says (at note 2) is that the forthcoming consultation on the new contract “will include the details of restrictions on forfeiture provisions to ensure that if an employee-owner leaves or is dismissed, the company is not able simply to take the shares back but is able to buy them back at a reasonable price”.
In a new consultation paper published today, the Financial Services Authority – in its guise as the UK Listing Authority – has announced that it is consulting on:
- changes to the free float requirements for both the premium and standard listing segments on the Main Market; and
- introducing a new controlling shareholder concept.
read more »
The Financial Reporting Council confirmed on 28 September 2012 that it is going ahead with changes to the UK Corporate Governance Code and the Stewardship Code. These changes were consulted on in April 2012, as we discussed here. The changes to both Codes are ”intended to increase accountability and engagement through the investment chain”. The FRC’s press release is here.
The FRC has also published an updated edition of its Guidance on Audit Committees to reflect the changes to the UK Corporate Governance Code, and will carry out further consultation on whether changes are needed to those parts of the UK Corporate Governance Code dealing with remuneration when the Government’s legislation on remuneration reporting and voting has been finalised. Any changes following this consultation will be effected in the next edition of the Code.
UK Corporate Governance Code
Here is the FRC’s summary of the changes to the Governance Code:
A new route to the UK IPO market: Government plans to relax rules to attract high-growth companies to list on London
- Shares in public hands requirement to be reduced to 10% from 25%.
- Three year past accounts rule to be relaxed.
- Requirement for independent non-executive directors to be reduced.
The consultation will be announced today.
“This document seeks comments on the Government’s intention to:
- make the FPC responsible for setting the level of the UK’s counter-cyclical capital buffer;
- provide the FPC with a direction-making power to impose sectoral capital requirements; and
- provide the FPC with a time-varying leverage ratio direction-making tool, but no earlier than 2018 and subject to a review in 2017 to assess progress on international standards.
The document contains draft secondary legislation that will provide the FPC with its directive tools, and an Impact Assessment that contains illustrative estimates of the net benefits of the FPC’s macro-prudential tools.”
The consultation closes on 11 December 2012.
On 17 September 2012 ESMA issued a consultation paper on proposed remuneration guidelines for MiFID investment firms. ESMA press releases are here and here, and the consultation paper is here. From the press releases:
“The Guidelines aim to strengthen investor protection by seeking to improve the implementation of the MiFID rules on conflicts of interest, and thereby preventing mis-selling of products. The Guidelines will apply to investment firms, credit institutions, fund management companies when providing investment services, and to competent authorities. Firms must ensure that they have appropriate remuneration policies and practices in place, bearing in mind the obligation on firms to act honestly, fairly and professionally in the best interests of their clients.”
The consultation closes on 7 December 2012.
The new Prudential Regulation Authority and Financial Conduct Authority authorisation and supervision regimes: consultation paper 12/24
The Financial Services Authority issued a consultation paper (CP12/24) on 12 September 2012 on changes to the FSA Handbook that will will result from the ongoing reform of the UK’s financial services regulatory regime, and specifically the creation of the new Prudential Regulation Authority and Financial Conduct Authority.
The FSA’s press release is here, more background on the consultation paper is here and the consultation paper itself is here. The most interesting part of the CP is the proposed changes to the skilled persons report regime.
From the FSA’s background release:
In a speech on 6 September 2012 Michel Barnier, the European Commssioner for Internal Market and Services, announced that later in 2012 he will launch a “broad consultation” on “how to ensure” that European financial centres are fulfilling the following three roles “as efficiently and effectively as possible”:
“First, they need to provide a stable platform for institutional investors such as pension funds and insurers to match their long-term liabilities with long-term assets;
They should also offer safe and profitable vehicles for household savings;
Lastly, they need to support sustainable, green and socially-responsible economic growth.”
European Commission consultation on “a possible framework for the regulation” of all benchmark indices
Fresh from proposing amendments to its own draft regulation and directive on market abuse that would criminalise the manipulation of benchmarks, including LIBOR and EURIBOR, the Commission has today launched a consultation on “a possible framework for the regulation of the production and use of indices serving as benchmarks in financial and other contracts”. The Commission’s press releases is here, the consultation page is here and the consultation document is here.
From the press release:
The Financial Times reports today that the Government is considering reducing the free float requirement for tech companies listing on London from the current 25% to 10%, with the aim of trying to increase the attractiveness of London for tech IPOs. Bloomberg carried a similar report earlier this week. The FT report suggests that consultation on such a rule change would be wrapped into the current FSA review of the Listing Rules (which we discuss here).