12 May 2013
The Quoted Companies Alliance published on 1 May 2013 a revised edition of its Corporate Governance Code for Small and Mid-Size Quoted Companies. The revised Code can be obtained from the QCA for a fee.
The covering QCA press release summarised the changes to the Code:
“Last published in 2010, the QCA Code has been revised and updated to take into account a number of corporate governance developments. Some key changes include:
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Emphasising the benefits of good governance to a public company, including how it can build trust between the company, its shareholders and potential shareholders;
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Focusing on the prime importance of companies delivering good quality explanations of its approach, actions and behaviour;
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Emphasising the central role of the chairman in delivering good governance;
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Further embedding the principle of constructive engagement between companies and shareholders in light of the UK Stewardship Code;
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Including greater detail on the characteristics of an effective board; and
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Reordering the Quoted Companies Alliance’s 12 principles of corporate governance to place greater emphasis on the delivery of growth in long term shareholder value.”
Posted in Corporate governance, Equity capital markets, Lobby groups |
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12 May 2013
LAPFF guidelines on executive pay here, published March 2013. A particularly horrible use of “going forward” on page three.
Summary by Shepherd & Wedderburn here.
Posted in Corporate governance, Directors, Equity capital markets, Lobby groups |
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12 May 2013
Here, on 16 April 2013.
For more on the International Intergrated Reporting Council, see our previous posts here and the IIRC website here.
Posted in Lobby groups, Reporting and accounts |
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12 May 2013
The Investment Management Association’s February 2013 guidance on the use of dealing commission to pay for corporate access can be downloaded here.
Posted in Financial services and market conduct, Lobby groups |
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12 May 2013
The Institute of Chartered Accountants in England and Wales published a new technical guidance note (Tech 01/13CFF) in March 2013 (with an effective implementation date of 1 September 2013) giving “Guidance on financial position and prospects procedures” on London IPOs.
The note is here. From the ICAEW’s covering note on its website:
“ICAEW has published guidance that addresses a regulatory requirement of companies seeking a listing (or admission to trading) on a UK market.
Directors of a company that is seeking a Premium Listing of its shares on the Main Market of the London Stock Exchange have a regulatory obligation to have established procedures that provide a reasonable basis for them to make proper judgements on an ongoing basis about the company’s financial position and prospects. There are also regulatory requirements regarding financial position and prospects (FPP) procedures for companies seeking an admission to trading on AIM or the ISDX Growth Market. A reporting accountant will usually be requested to perform services in this regard.
Technical Release TECH 01/13CFF was published following a consultation launched in June 2010 and an exposure draft published in March 2012. TECH 01/13CFF is aimed at:
- directors of companies preparing for an IPO, explaining how they can demonstrate that they have established FPP procedures to address relevant objectives and;
- reporting accountants undertaking an assurance engagement to address relevant objectives and providing an assurance report in relation to FPP procedures established by directors.
TECH 01/13CFF replaces the guidance in FRAG 10/95 The London Stock Exchange Listing Rules paragraphs 2.11 and 2.8. It should be implemented by 1 September 2013.”
Posted in Equity capital markets, Lobby groups |
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12 May 2013
The TUC’s “Trade Union and Engagement Guidelines” of March 2013 are here.
Posted in Corporate governance, Directors, Equity capital markets, Lobby groups |
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12 May 2013
Here. Includes “a high level summary of what you need to know about the AIFMD”.
Posted in Europe, Lobby groups, Private equity |
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25 March 2013
On 14 March 2013 the Institute of Chartered Secretaries and Administrators published new guidance on stewardship, “Enhancing Stewardship Dialogue“. Press release here.
Excerpt from press release:
read more »
Posted in Corporate governance, Equity capital markets, Lobby groups |
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15 March 2013
Which is the UK Crowdfunding Association. The website includes a Code of Practice and FAQs.
More crowdfunding here.
Posted in Financial services and market conduct, Lobby groups |
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4 March 2013
The National Association of Pension Funds, today (press release and letter):
“Pension funds have warned the FTSE 350 that shareholders will not tolerate unjustified executive rewards in the upcoming voting season, and have set out the pay guidelines they expect to see applied in 2013.
In a letter sent to the chairmen of FTSE 350 businesses, the National Association of Pension Funds (NAPF) warned that companies that have failed to create a strong link between executive rewards and performance should expect shareholders to repeat their concerns of spring 2012.
The NAPF also set out some guidelines it wants to see reflected in the pay policies set through 2013. These include capping executive base pay increases at inflation and keeping them in line with the rest of the workforce. Where this is not the case, companies should offer a sound explanation.
The NAPF also criticised the use of peer group benchmarking, where pay is set by comparing it to that of other executives from different companies. The NAPF believes this practice has contributed to the escalation of boardroom pay. It said boards should focus more on their own strategies and less on comparing themselves against their peers.
read more »
Posted in Corporate governance, Directors, Equity capital markets, Lobby groups |
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26 February 2013
The latest edition of the BDO / Quoted Companies Alliance “Sentiment Index” has a useful discussion of corporate bonds as a financing option for smaller listed companies. A very surprising statistic is that “49% of advisors said they were not aware of the ORB”.
See also: London Stock Exchange’s Order Book for Retail Bonds
Posted in Equity capital markets, Lobby groups |
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19 February 2013
Centre Forum, a think-tank with links to the Coalition Government and to business, published last week a report titled “The path to IPO: funding SME jobs and growth”, which makes a series of (familiar) recommendations on how SMEs may be encouraged to access capital via the equity markets.
The report is here (summary of recommendations on page 7) and the accompanying press release is here.
Posted in Equity capital markets, Lobby groups, UK government |
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8 February 2013
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 »
Posted in Consultations, Corporate governance, Directors, Equity capital markets, Lobby groups |
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28 January 2013
The GC100 has responded to the final report of the Kay Review of UK Equity Markets and Long-Term Decision Making.
For the GC100′s response to various suggestions made in the Kay Review, see the following paragraphs of the GC100 document:
read more »
Posted in Companies Act 2006 and company law, Corporate governance, Directors, Equity capital markets, Lawyers, Lobby groups |
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21 January 2013
Published today. From the abstract:
“We examine the determinants of successful exits in European venture capital transactions and compare them to US transactions. Using survival analysis, we show that for both regions the probability of exit via an initial public offering (IPO) has gone down significantly over the last decade, while the time to IPO has gone up – in contrast, the probability of exit via trade sales and the average time to trade sales do not change much over time. Contrary to perceived wisdom, there is no difference in the success rates of European and US deals from the same vintage year with respect to IPO exits, while Europe has about an eight percentage point lower probability of exit via trade sales than the US. Venture success has the same determinants in both Europe and US, with more experienced entrepreneurs and venture capitalists being associated with higher probabilities of exit. The fact that repeat or ‘serial’ entrepreneurs are less common in Europe and that European VCs lag US VCs in terms of experience explains the remaining difference in performance. Finally, and contrary to perceived wisdom, we find no evidence of a stigma of failure for entrepreneurs in Europe.”
Posted in Europe, Lobby groups, Private equity |
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21 January 2013
The Law Society published a letter on 16 January 2013 setting out its opposition to the Government’s plans for a new employment status – the “employee shareholder” (see this post for the Government’s most recent statement on its plans).
In its letter, the Law Society says:
read more »
Posted in Companies Act 2006 and company law, Lawyers, Lobby groups, UK government |
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21 January 2013
In 18 January 2013 ICSA published a guidance note on ”Liability of non-executive directors: care, skill and diligence“. From the accompanying press release:
“The latest ICSA guidance note suggests ways in which NEDs can approach their work which would also allow them to demonstrate to a regulator, or in a court of law, that they had executed all necessary steps to reduce their liability exposure.
read more »
Posted in Companies Act 2006 and company law, Corporate governance, Directors, Equity capital markets, Lobby groups, Risk management |
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2 January 2013
The Association of British Insurers published on 12 December 2012 a report on the “comply or explain” approach to corporate governance as practised in the UK. From the executive summary:
read more »
Posted in Corporate governance, Lobby groups |
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13 December 2012
30% Club press release of 13 December 2012:
“The 30% Club has been working on a new initiative to improve the number of women partners in UK professional services firms. A group of ten law firms and seven accountancy/consultancy firms, most of whose managing partners are members of the 30% Club, participated in a 10 week project, co-ordinated by the 30% Club and facilitated by McKinsey and Company. The purpose of the initiative was to examine why, notwithstanding the efforts of individual firms to date, progress remains limited as to the numbers of women partners in professional services firms, and suggest ideas for firms to explore to accelerate the pace of change. Key components of the initiative included interviews with senior leadership and HR managers, the provision of quantitative data on pipeline and talent processes and the participation by over 700 fee-earners in an online feedback survey, results of which were analysed on an anonymised and aggregated basis.
A key finding was that attrition was not the root cause of lack of women in partnership, nor prioritisation, with 80 per cent of firms having diversity as a strategic priority and an array of efforts being undertaken by individual firms. Rather it appeared the issue stems from inconsistent commitment to diversity at all levels in firms, questions around the partner promotion process which both men and women believe may not evaluate ability and different leadership styles in a way that furthers equality, and differences between men and women’s perceptions of being a partner and the process towards promotion. Ideas to address the challenges include embedding greater accountability for progress amongst all partners and effecting a shift from a diversity strategy focussed on women to a “talent” strategy, with a particular emphasis on sponsorship. An increased scrutiny of critical systems, such as work allocation and annual evaluation is also suggested, to ensure fairness of allocation and attribution of value to outputs in a broader range of ways. Continued collaboration and engagement with key stakeholders, including the client community, are also key, with a commitment made by these firms to reconvene to review progress on a regular basis going forward.”
See also: “UK boardrooms are making clear progress on diversity and the use of external evaluation”: ABI report on board effectiveness
Posted in Directors, Lobby groups |
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12 December 2012
…but need to do more on succession planning. The Association of British Insurers has today published a “Report on Board Effectiveness”. The press release is here and the report is here.
From the press release:
read more »
Posted in Corporate governance, Directors, Equity capital markets, Lobby groups |
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11 December 2012
On 4 December 2012 the National Association of Pension Funds issued revised corporate governance policies for:
See also: ABI Principles of Remuneration: revised version
Posted in Corporate governance, Equity capital markets, Lobby groups |
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11 December 2012
The Association of British Insurers has updated its “Principles of Remuneration”, which are now dated November 2012 and can be read here.
Posted in Corporate governance, Directors, Equity capital markets, Lobby groups |
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11 December 2012
Undated, published November 2012. Covers:
- The pre-investment phase
- The ownership phase
- The exit phase
- Summary of key ESG risks and opportunities.
See also: EVCA launches Handbook of Professional Standards
Posted in Corporate governance, Lobby groups, Private equity |
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11 December 2012
Has been updated. Contains examples of engagement letters, liability caps and disclaimer notices.
“This guidance, ICAEW Technical Release TECH 10/12AAF (Audit 1/01 updated), is issued by the Audit and Assurance Faculty of ICAEW in November 2012 to assist professional accountants when asked to provide reports that have been requested by third parties. ICAEW Technical Release TECH 10/12AAF updates ICAEW Technical Release Audit 1/01, Reporting to third parties, originally issued in 2001.”
See also: ICAEW legal and regulatory technical releases
Posted in Lobby groups, Reporting and accounts, Risk management |
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28 November 2012
The European Private Equity and Venture Capital Association launched its “Handbook of Professional Standards” on 15 November 2012. A press release is here and the Handbook can be accessed here.
read more »
Posted in Corporate governance, Europe, Lobby groups, Private equity, Reporting and accounts |
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16 November 2012
Website here. Excerpt:
“The Seed Enterprise Investment Scheme, also known as SEIS, aims to encourage investment in small and early stage companies by reducing the risk to investors of investing in these types of companies. The Government introduced the SEIS as a way to promote new enterprise and boost economic growth in the UK.
The objective of this site is to provide investors and entrepreneurs with information about the SEIS and other forms of investment. You can learn about how the SEIS works, who qualifies to make SEIS investments and which companies can access SEIS money.”
More on the SEIS here.
Posted in Lobby groups, Private equity, Tax |
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14 September 2012
The Times reported on 13 September 2012 that Legal & General Investment Management has banned remuneration consultants from meetings with company management:
“Sacha Sadan, the director of corporate governance at LGIM, said that when pay consultants were present, they tended to dominate proceedings. He added that LGIM, which owns 4 per cent of the stock market, was not alone in outlawing pay advisers from its meetings with management. “If the chair of the remco [remuneration committee] can’t explain the policy, then that means it is not right,” he said.”
See also: Vince makes his mind up: Final plans for reform of directors’ pay in quoted companies
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Posted in Corporate governance, Directors, Lobby groups |
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20 August 2012
The GC100 group has issued a strongly supportive response to the Ministry of Justice’s consultation on Deferred Prosecution Agreements. The Corporate Crime and Corruption Committee of the City of London Law Society has responded here.
Follow us on Twitter @CoFinLaw
Posted in Companies Act 2006 and company law, Consultations, Lobby groups |
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17 August 2012
ICSA has updated (dated June 2012, published July 2012) its guidance note on the induction of directors. The updated guidance can be read here. The introduction to the guidance says that:
read more »
Posted in Directors, Lobby groups |
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17 August 2012
“Can accountants save the world?” asks the Institute of Chartered Accountants in England and Wales.
Posted in Lobby groups, Reporting and accounts |
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18 July 2012
TheCityUK lobby group, whose mandate is:
“is to promote the competitiveness of UK financial services – to make the UK the best place in the world to establish and grow a financial services business and, in turn, to maximise the sector’s contribution to the UK”
has a new Chairman. Gerry Grimstone of Standard Life will success former Clifford Chance lawyer Stuart Popham in October 2012.
See also: Promoting the UK Legal Services Sector: Government Plan for Growth
Posted in Lawyers, Lobby groups |
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3 July 2012
Last week we highlighted the 27 page analysis of specific “problems and anomalies” contained in the Companies Act 2006 that was compiled by the Company Law Committee of the City of London Law Society and the Law Society Company Law Committee.
The British Venture Capital Association has prepared a futher gloss on that analysis and submitted it to the Government’s “Red Tape Challenge” on company law. The BVCA submission can be read here.
Follow us on Twitter @CoFinLaw
Posted in Companies Act 2006 and company law, Lobby groups |
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29 June 2012
In March 2012 the European Securities and Markets Authority published a discussion paper on possible policy options on the proxy advisory industry, “to gain evidence on the extent to which market failures related to the activities of proxy advisors may exist, the extent to which EU-level intervention might be appropriate, and what ESMA’s role might involve”.
We covered the launch of the discussion paper in this post.
Today ESMA has published the responses it has received to the discussion paper.
read more »
Posted in Consultations, Corporate governance, Equity capital markets, Europe, Lobby groups, Regulators |
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26 June 2012
Here are the meeting minutes of the Company Law Committee of The City of London Law Society for January 2012 and April 2012.
Posted in Companies Act 2006 and company law, Lawyers, Lobby groups |
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19 June 2012
Transparency International UK has published a 32 page guide to “Anti-bribery due diligence for transactions”, which can be downloaded here.
The guidance ”aims to help those operating in this area by providing a practical guide that draws on the expertise of leading practitioners in multinational companies, the legal profession, accounting firms and professional advisors” and contains:
read more »
Posted in Companies Act 2006 and company law, Lobby groups |
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11 June 2012
An informative article in the Financial Times on the influence of proxy advisors in the UK, particularly topical in this so-called “shareholder spring”. (As an aside, it’s sad that by using that term, corporate governance commentators implicitly compare themselves to the brave citizens of Arab states who have literally fought, and died, for change.)
read more »
Posted in Corporate governance, Lobby groups |
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18 April 2012
A reminder of the very useful legal and regulatory technical releases of the ICAEW and available on their website, including:
- Tech 01/11 guidance for directors on accounting records under the Companies Act 2006
- Tech 02/10 and 01/09 on distributable profits
- Tech 06/08 on financial and accounting duties and responsibilities of directors.
There is also a useful financial services release on the preparation of section 166 reports and financial reporting release on the disclosure of auditor remuneration; and various audit releases (for example, access to working papers, and auditors’ duty of care to third parties).
Posted in Companies Act 2006 and company law, Directors, Financial services and market conduct, Lobby groups, Reporting and accounts |
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17 April 2012
Comparision between ESMA’s technical advice and the Commission’s draft implementing regulation, produced by the Alternative Investment Management Association. Press release here and analysis document here.
Posted in Europe, Financial services and market conduct, Lobby groups, Private equity, Regulators |
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