Peter Swabey, ICSA Policy and Research Director, gave an insight into what’s coming up on the legal and regulatory horizon, providing a stimulating and concise way to plan for what’s ahead, exchange ideas on best practice and network with peers and colleagues.
Presented by Adrian Sarchet, Senior Associate at Carey Olsen, and Alan Bougourd, Registrar of the Guernsey Registry, attendees learnt about the effect of the new amendments to the Guernsey Company Law 2008 (the Companies Law).
Mariana Enevoldsen, Director, Heritage International Fund Managers Limited, discusses the structures available and the regulatory requirements applicable in Guernsey to Funds and Licensees.
Substance as an important element of tax planning and global trends in exchange of information.
CONTENT
-Information exchange: general facts.
-AEOI: brief chronology.
-AEOI: general ideas.
-AEOI: scheme.
-AEOI: specifics.
-Practical example: Cyprus.
-What is “substance” and where does it come from?
-Today`s substance requirements.
-Actions and measures, indicating “substance”.
-Issues to be considered during the obtainment of Cyprus tax residency certificate.
-Questions asked by tax authorities investigating into substance over form.
Future of treaty formed holding companies and preferential Harm J. Oortwijn
Past present and future developments in holding and preferential tax regimes - what once was appropriate is now perceived inappropriate... and the perception continues to evolve!
Automatic exchange of information (AEOI) - November 2016nztaxpolicy
Presentation delivered in November 2016 (Wellington - 4th November, Auckland - 9th November, webinar - 18th November) aimed at financial institutions and covered the practical implementation and technical issues for the Common Reporting Standard.
Presented by Adrian Sarchet, Senior Associate at Carey Olsen, and Alan Bougourd, Registrar of the Guernsey Registry, attendees learnt about the effect of the new amendments to the Guernsey Company Law 2008 (the Companies Law).
Mariana Enevoldsen, Director, Heritage International Fund Managers Limited, discusses the structures available and the regulatory requirements applicable in Guernsey to Funds and Licensees.
Substance as an important element of tax planning and global trends in exchange of information.
CONTENT
-Information exchange: general facts.
-AEOI: brief chronology.
-AEOI: general ideas.
-AEOI: scheme.
-AEOI: specifics.
-Practical example: Cyprus.
-What is “substance” and where does it come from?
-Today`s substance requirements.
-Actions and measures, indicating “substance”.
-Issues to be considered during the obtainment of Cyprus tax residency certificate.
-Questions asked by tax authorities investigating into substance over form.
Future of treaty formed holding companies and preferential Harm J. Oortwijn
Past present and future developments in holding and preferential tax regimes - what once was appropriate is now perceived inappropriate... and the perception continues to evolve!
Automatic exchange of information (AEOI) - November 2016nztaxpolicy
Presentation delivered in November 2016 (Wellington - 4th November, Auckland - 9th November, webinar - 18th November) aimed at financial institutions and covered the practical implementation and technical issues for the Common Reporting Standard.
The Q2-2015 Expert Guide analyses the developments between March and June 2015 that have helped shape the current global economic outlook and altered the landscape for business activity moving into the second half of the year. Highlighted topics includes: the fight against corruption and its impact on the environment, the impact of the drop in Brent crude oil prices in the UK, and the current legal situation in Chile with specific reference to arbitration law.
Automatic exchange of financial account information - March 2016nztaxpolicy
Presentation about New Zealand's proposed implementation of the GE20/OECD automatic exchange of information (AEOI) initiative.
Version for 14 March 2016 presentation at Inland Revenue, Wellington, New Zealand and 17 March 2016 audio conference.
For more information see:
http://taxpolicy.ird.govt.nz/topical-issues/implementing-aeoi
Automatic exchange of financial account informationnztaxpolicy
Presentation about New Zealand's proposed implementation of the GE20/OECD automatic exchange of information (AEOI) initiative.
Delivered on 7 March 2016 at Chartered Accountants Australia and New Zealand, Auckland, New Zealand.
For more information see:
http://taxpolicy.ird.govt.nz/topical-issues/implementing-aeoi
MCI CLT Dutch Holding Structures EN (2021.03)Martin Kraeter
The various options of the Dutch Corporate Law with regards to Holding Structures. Reflecting on:
Dutch Participation (Deelnemingsvrijstelling)
Holding Subsidiaries
Tax Treaty Network
EU Withholding Tax Exemption
Dutch Finance Company (DFC)
Dutch Cooperative (DCOOP)
Stichting & STAK
Hybrid Holding
Eversheds CREATE Workshop #1: Real estate holding structuresEversheds Sutherland
Corporate Real Estate Academy Training at Eversheds (CREATE) is a series of workshops designed to further your knowledge of indirect real estate and corporatised real estate transactions.
CREATE Workshop #1: Real Estate Holding Structures explored:
• typical structures used for holding real estate and real estate joint ventures
• why each structure is used and by whom
• trends and how the status quo is changing
Dear Members
Following the passage of the Companies (Amendment) Bill and LLP (Amendment) Bill by Parliament on 10 March 2017, Senior Minister of State for Law and Finance Indranee Rajah has issued a note (as attached) meant for the business and legal communities. The note highlights that the legislative changes will be a timely boost for Singapore as we seek to enhance our international competitiveness and strengthen Singapore’s standing as a leading financial centre. For further details on the legislative changes and help resources, please refer to ACRA’s website at www.acra.gov.sg/CA_2017.
ACCA
We are very honored to be able to invite the Senior Managing Director of FTI Consulting (FCN US, MV $1.5bn), a billion-dollar NYSE-listed global forensic consulting firm, as a guest speaker in our SMU classes to share his knowledge and wisdom with the students in the Accounting Fraud in Asia course in Week 6, the week of 9th February. Over the years in the Asian capital jungles, the FTI people are amongst the few professionals whom I respect for their on-the-field expertise and thought leadership in the area of fraud and forensic investigation. I am sure that the talk will definitely make an impact for our SMU students who will learn not only invaluable lessons from the speaker’s knowledge and wisdom but also about FTI Consulting as their future career choice.
Fund Regulation - Global Perspectives' Key Updates for 2015 GECKO Governance
This Fund Regulation 2015 update covers key updates from the main pieces of regulation impacting the investment fund industry this year.
Key regulatory updates include:
• AIFMD: update on Annex IV Reporting, Authorisation, Key dates in 2015
• FATCA: latest news from the IRS and key dates ahead, as well as CRS update
• UCITS V: progress on with implementation (remuneration & depositary) and key points to consider
• EMIR: latest requirements for reporting and implementation
• Solvency 2: impact on asset managers in the year ahead
• MiFID 2: update on MiFID reporting (MiFIR), fee disclosure and the impact on research
• How Global Perspectives can assist with your operational regulatory requirements
Contact us for more information:-
Shane@globalperspective.co.uk
Developments in Personal Insolvency & BankruptcyJim Stafford
Discussion of developments in Irish Personal Insolvency & Bankruptcy legislation with a particular focus on Personal Insolvency Arrangements and the treatment of pensions.
Czech or foreign investors entering the Czech market may choose between several corporate forms. The fundamental law in this area is the Civil Code and Business Corporations Act.
OmniPro\'s Company Law Spring Update 2011. Includes review of the European Communities (statutory Audit Regulations) 2010, Criminal Justice (Money Laundering & Terrorist Financing) Act 2010 & Multi-Unit Development Act 2010
A synopsis of the Financial Conduct Authority’s (FCA) latest news and publications issued in April and May 2018.
With GDPR and MiFID II processes now firmly embedded in our daily lives, many of our readers will look back at the months of April and May with a sense of relief.
The Q2-2015 Expert Guide analyses the developments between March and June 2015 that have helped shape the current global economic outlook and altered the landscape for business activity moving into the second half of the year. Highlighted topics includes: the fight against corruption and its impact on the environment, the impact of the drop in Brent crude oil prices in the UK, and the current legal situation in Chile with specific reference to arbitration law.
Automatic exchange of financial account information - March 2016nztaxpolicy
Presentation about New Zealand's proposed implementation of the GE20/OECD automatic exchange of information (AEOI) initiative.
Version for 14 March 2016 presentation at Inland Revenue, Wellington, New Zealand and 17 March 2016 audio conference.
For more information see:
http://taxpolicy.ird.govt.nz/topical-issues/implementing-aeoi
Automatic exchange of financial account informationnztaxpolicy
Presentation about New Zealand's proposed implementation of the GE20/OECD automatic exchange of information (AEOI) initiative.
Delivered on 7 March 2016 at Chartered Accountants Australia and New Zealand, Auckland, New Zealand.
For more information see:
http://taxpolicy.ird.govt.nz/topical-issues/implementing-aeoi
MCI CLT Dutch Holding Structures EN (2021.03)Martin Kraeter
The various options of the Dutch Corporate Law with regards to Holding Structures. Reflecting on:
Dutch Participation (Deelnemingsvrijstelling)
Holding Subsidiaries
Tax Treaty Network
EU Withholding Tax Exemption
Dutch Finance Company (DFC)
Dutch Cooperative (DCOOP)
Stichting & STAK
Hybrid Holding
Eversheds CREATE Workshop #1: Real estate holding structuresEversheds Sutherland
Corporate Real Estate Academy Training at Eversheds (CREATE) is a series of workshops designed to further your knowledge of indirect real estate and corporatised real estate transactions.
CREATE Workshop #1: Real Estate Holding Structures explored:
• typical structures used for holding real estate and real estate joint ventures
• why each structure is used and by whom
• trends and how the status quo is changing
Dear Members
Following the passage of the Companies (Amendment) Bill and LLP (Amendment) Bill by Parliament on 10 March 2017, Senior Minister of State for Law and Finance Indranee Rajah has issued a note (as attached) meant for the business and legal communities. The note highlights that the legislative changes will be a timely boost for Singapore as we seek to enhance our international competitiveness and strengthen Singapore’s standing as a leading financial centre. For further details on the legislative changes and help resources, please refer to ACRA’s website at www.acra.gov.sg/CA_2017.
ACCA
We are very honored to be able to invite the Senior Managing Director of FTI Consulting (FCN US, MV $1.5bn), a billion-dollar NYSE-listed global forensic consulting firm, as a guest speaker in our SMU classes to share his knowledge and wisdom with the students in the Accounting Fraud in Asia course in Week 6, the week of 9th February. Over the years in the Asian capital jungles, the FTI people are amongst the few professionals whom I respect for their on-the-field expertise and thought leadership in the area of fraud and forensic investigation. I am sure that the talk will definitely make an impact for our SMU students who will learn not only invaluable lessons from the speaker’s knowledge and wisdom but also about FTI Consulting as their future career choice.
Fund Regulation - Global Perspectives' Key Updates for 2015 GECKO Governance
This Fund Regulation 2015 update covers key updates from the main pieces of regulation impacting the investment fund industry this year.
Key regulatory updates include:
• AIFMD: update on Annex IV Reporting, Authorisation, Key dates in 2015
• FATCA: latest news from the IRS and key dates ahead, as well as CRS update
• UCITS V: progress on with implementation (remuneration & depositary) and key points to consider
• EMIR: latest requirements for reporting and implementation
• Solvency 2: impact on asset managers in the year ahead
• MiFID 2: update on MiFID reporting (MiFIR), fee disclosure and the impact on research
• How Global Perspectives can assist with your operational regulatory requirements
Contact us for more information:-
Shane@globalperspective.co.uk
Developments in Personal Insolvency & BankruptcyJim Stafford
Discussion of developments in Irish Personal Insolvency & Bankruptcy legislation with a particular focus on Personal Insolvency Arrangements and the treatment of pensions.
Czech or foreign investors entering the Czech market may choose between several corporate forms. The fundamental law in this area is the Civil Code and Business Corporations Act.
OmniPro\'s Company Law Spring Update 2011. Includes review of the European Communities (statutory Audit Regulations) 2010, Criminal Justice (Money Laundering & Terrorist Financing) Act 2010 & Multi-Unit Development Act 2010
A synopsis of the Financial Conduct Authority’s (FCA) latest news and publications issued in April and May 2018.
With GDPR and MiFID II processes now firmly embedded in our daily lives, many of our readers will look back at the months of April and May with a sense of relief.
Alison Vine, Tax Director, Deloitte offers a practical and concise update on all the latest tax and NIC developments, topical tax issues, planning you will need to be aware of, and the impact of these changes on your clients and your business.
This session covered:
- What do we mean by governance?
- What does it mean for NEDs?
- Main points from ‘Boardroom Behaviours’ and ‘Board - Effectiveness Guidance’ reports
- Good (and bad) governance – can it deliver value/prevent loss?
- Benefits of perceptive governance
The Company Secretary: Building trust through governance, was undertaken in collaboration with ICSA to examine the unique role of the company secretary, exploring what it takes to perform the role effectively and how a company secretary can become a highly valued contributing member of the board.
Over 200 people, including company secretaries, chairmen, NEDs and CEOs shared their thoughts and experience in the course of the project, and represented a range of board-level views from FTSE, SME and private, not-for-profit and public sector organisations.
The majority of respondents surveyed agree that the role of the company secretary is an important and unique function. However, many company secretaries suggest their role is largely taken for granted and often improperly utilised.
The key findings of this study illustrate how high-performing company secretaries ultimately help build trust, which results in good governance. Many company secretaries acknowledge that their individual discretion, freedom of choice, personal morals and ethics are important in positively impacting corporate judgement. Other respondents note how effectiveness is achieved through more than fixed administrative capabilities or technical knowledge. Respondents to the study highlight the role’s need for continuous engagement, using interpersonal skills to craft effective relationships. These capabilities evolve in a manner that constantly tests a company secretary’s understanding and often results in the critical appraisal of other board members’ roles.
How Small Businesses Can Comply With the PSC LegislationTurner Little
On 6th April 2016, the Small Business, Enterprise and Employment Act 2015 came into effect. As part of this law, UK Companies and Limited Liability Partnerships (“LLP’s”) are required to maintain a People with Significant Control (PSC) register. Turner Little outlines the key considerations of PSC register compliance for UK Small Businesses.
Brought to you in partnership with BCL Legal Recruitment, our first session of the year covered the following areas:
• contract and IT update - see what just happened whilst you weren’t looking! Richard Nicholas will look at the practical steps you should take to draft around or negotiate the latest changes
• employment update - Modern Slavery, bad, spying on staff, good? How to protect your business from your employees whilst complying with modern slavery law. James Tait, Elish Kennedy and Kerren Daly will be your guides
• data protection update - after three years of negotiation, the General Data Protection Regulation is now published and the changes will be significant (Brexit or no Brexit) - you had better be ready! Helena Wootton will show you how
• consumer law - one year in, some practical consequences of the Act and solutions to common problems faced by retailers and others - Caroline Green and Alex Watt have this covered
• corporate update - are you a person of significant control and influence (of course you are). This will start to matter this year, as companies are required to identify and register these individuals. How do you do that and what does this mean? Don’t worry, we’ll show you.
https://www.brownejacobson.com/sectors-and-services/sectors/in-house-legal
In house lawyers forum, Nottingham & Birmingham - March 2016Browne Jacobson LLP
Brought to you in partnership with BCL Legal Recruitment, our first session of the year covered the following areas:
• contract and IT update - see what just happened whilst you weren’t looking! Richard Nicholas will look at the practical steps you should take to draft around or negotiate the latest changes
• employment update - Modern Slavery, bad, spying on staff, good? How to protect your business from your employees whilst complying with modern slavery law. James Tait, Elish Kennedy and Kerren Daly will be your guides
• data protection update - after three years of negotiation, the General Data Protection Regulation is now published and the changes will be significant (Brexit or no Brexit) - you had better be ready! Helena Wootton will show you how
• consumer law - one year in, some practical consequences of the Act and solutions to common problems faced by retailers and others - Caroline Green and Alex Watt have this covered
• corporate update - are you a person of significant control and influence (of course you are). This will start to matter this year, as companies are required to identify and register these individuals. How do you do that and what does this mean? Don’t worry, we’ll show you.
https://www.brownejacobson.com/sectors-and-services/sectors/in-house-legal
Avoiding Costly Fines: A 2013 Guide to Compliance MandatesSage HRMS
For more than 30 years, Sage has been a leader in the development of Human Resource Management Systems (HRMS) software. Thousands of midsized businesses nationwide have implemented our popular Sage HRMS solutions. From those experiences, we’ve learned that compliance is one of the top challenges facing any human resources department. It can be difficult to stay on top of all of the state and federal workforce laws, regulations, and reporting requirements.
It’s up to HR to ensure that hiring, discipline, and termination practices are compliant with the law. Otherwise, you could put your company at risk of incurring fines, penalties, and employee lawsuits. And mistakes can be costly. More than one-third of private companies surveyed by Chubb Insurance had experienced an employment-law event (EEOC charge filed or employee lawsuit), at an average cost of $74,400 per incident.
Sage created this guide to help you stay informed about the latest workforce compliance laws and regulations that may affect your organization. Staying abreast of current mandates enables you to communicate with and train management and employees so that the company is not at risk of expensive employee lawsuits. As with all issues with legal circumstances, the use of this material is not a substitute for the advice of a lawyer and when in doubt or for advice with respect to any specific human resources mandate please contact your lawyer. Additionally, this material is provided for informational purposes only and not for the purpose of providing legal advice.
ZGB - The Role of Generative AI in Government transformation.pdfSaeed Al Dhaheri
This keynote was presented during the the 7th edition of the UAE Hackathon 2024. It highlights the role of AI and Generative AI in addressing government transformation to achieve zero government bureaucracy
Monitoring Health for the SDGs - Global Health Statistics 2024 - WHOChristina Parmionova
The 2024 World Health Statistics edition reviews more than 50 health-related indicators from the Sustainable Development Goals and WHO’s Thirteenth General Programme of Work. It also highlights the findings from the Global health estimates 2021, notably the impact of the COVID-19 pandemic on life expectancy and healthy life expectancy.
Jennifer Schaus and Associates hosts a complimentary webinar series on The FAR in 2024. Join the webinars on Wednesdays and Fridays at noon, eastern.
Recordings are on YouTube and the company website.
https://www.youtube.com/@jenniferschaus/videos
This session provides a comprehensive overview of the latest updates to the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (commonly known as the Uniform Guidance) outlined in the 2 CFR 200.
With a focus on the 2024 revisions issued by the Office of Management and Budget (OMB), participants will gain insight into the key changes affecting federal grant recipients. The session will delve into critical regulatory updates, providing attendees with the knowledge and tools necessary to navigate and comply with the evolving landscape of federal grant management.
Learning Objectives:
- Understand the rationale behind the 2024 updates to the Uniform Guidance outlined in 2 CFR 200, and their implications for federal grant recipients.
- Identify the key changes and revisions introduced by the Office of Management and Budget (OMB) in the 2024 edition of 2 CFR 200.
- Gain proficiency in applying the updated regulations to ensure compliance with federal grant requirements and avoid potential audit findings.
- Develop strategies for effectively implementing the new guidelines within the grant management processes of their respective organizations, fostering efficiency and accountability in federal grant administration.
Understanding the Challenges of Street ChildrenSERUDS INDIA
By raising awareness, providing support, advocating for change, and offering assistance to children in need, individuals can play a crucial role in improving the lives of street children and helping them realize their full potential
Donate Us
https://serudsindia.org/how-individuals-can-support-street-children-in-india/
#donatefororphan, #donateforhomelesschildren, #childeducation, #ngochildeducation, #donateforeducation, #donationforchildeducation, #sponsorforpoorchild, #sponsororphanage #sponsororphanchild, #donation, #education, #charity, #educationforchild, #seruds, #kurnool, #joyhome
Jennifer Schaus and Associates hosts a complimentary webinar series on The FAR in 2024. Join the webinars on Wednesdays and Fridays at noon, eastern.
Recordings are on YouTube and the company website.
https://www.youtube.com/@jenniferschaus/videos
Donate to charity during this holiday seasonSERUDS INDIA
For people who have money and are philanthropic, there are infinite opportunities to gift a needy person or child a Merry Christmas. Even if you are living on a shoestring budget, you will be surprised at how much you can do.
Donate Us
https://serudsindia.org/how-to-donate-to-charity-during-this-holiday-season/
#charityforchildren, #donateforchildren, #donateclothesforchildren, #donatebooksforchildren, #donatetoysforchildren, #sponsorforchildren, #sponsorclothesforchildren, #sponsorbooksforchildren, #sponsortoysforchildren, #seruds, #kurnool
Presentation by Jared Jageler, David Adler, Noelia Duchovny, and Evan Herrnstadt, analysts in CBO’s Microeconomic Studies and Health Analysis Divisions, at the Association of Environmental and Resource Economists Summer Conference.
2. Policy update
Agenda
Small Business, Enterprise and Employment Act 2015
PSC Register
Consultations
•FRC Succession Planning
•FCA Market Abuse Regulation and Directive
•EU non-binding guidelines for reporting non-financial information
3. Policy Update
The Small Business, Enterprise and Employment Act 2015
‘SBEE Act’
A product of the Red Tape Challenge ………
4. The Small Business, Enterprise and Employment
Act 2015
A revised timetable ………….. AGAIN (15)
Full details of the latest timetable can be found on the Companies House website
at :
https://www.gov.uk/government/news/the-small-business-enterprise-and-
employment-bill-is-coming
5. The Small Business, Enterprise and Employment
Act 2015
26 May 2015
Bearer shares were abolished. There is now a legislative timetable in place and
any existing bearer shares must be surrendered by 26 February 2016.
If your company has bearer shares in issue there is a statutory process on which
you should already have embarked – notices to holders were due to go out by 26
June 2015. If you do not have this in hand, you need immediate legal advice.
6. The Small Business, Enterprise and Employment
Act 2015
10 October 2015
The day element of the date of birth of directors was hidden from the public
register
The accelerated strike-off process was introduced – down to two months from
three – same with objections. Companies House no longer re-advertises a
Gazette notice once a valid objection has expired
The requirement to give consent to act as a director or secretary has changed.
The company confirms that consent has been given and Companies House will
write to all newly appointed directors.
7. The Small Business, Enterprise and Employment
Act 2015
April 2016 (was December 2015)
The process to rectify the register in the event of director disputes or registered
office disputes will be simplified.
If the director disputes the fact, the company must provide evidence of consent.
If a registered office address is disputed, Companies House will investigate and will
have power to change the ROA to a default address
8. The Small Business, Enterprise and Employment
Act 2015
6 April 2016
Companies will be required to keep a register of people with significant control
(a PSC Register)
Implementing regulations for companies and LLPs were laid before Parliament on
25 January, and that these can now be found:
Companies - http://www.legislation.gov.uk/ukdsi/2016/9780111143018
LLPs - http://www.legislation.gov.uk/ukdsi/2016/9780111143025
9. PSC Register: policy
There are five core elements to new Part 21A of the Companies Act 2006 (CA06):
1.The definition of a ‘person with significant control’
2.The legal entities in scope of requirements
3.Obtaining the information
4.The register
5.Disclosure of and access to the information
BIS have replicated or extended existing company law criminal offences to
deal with those who fail to provide information or provide false information.
10. PSC Register: definition
BIS have used the existing definition of ‘beneficial owner’ in the EU anti-money laundering
context as the basis.
New Schedule 1A to the CA06 sets out five ‘specified conditions’. An individual meeting
one or more of these conditions is a Person with Significant Control (‘PSC’):
1. Ownership of more than 25% shares
2. Ownership of more than 25% voting rights
3. Ownership of right to appoint or remove a majority of the board of directors
4. Right to exercise significant influence or control
5. Right to exercise significant influence or control over a trust or firm which trust or firm
would be a PSC, were it an individual)
In certain circumstances a legal entity must be noted in the register (‘relevant legal
entities’ or ‘RLEs’).
11. PSC Register: scope
All UK companies, except companies listed on UK regulated or
prescribed markets, and Limited Liability Partnerships will have to
keep a PSC register.
12. PSC Register: obtaining information
Companies must take reasonable steps to find out if they have any PSCs or RLEs
and identify them.
In some cases the company will already have this information.
In others the company will need to serve notice on individuals and others. A
person in receipt of such a notice is required to reply. Failure to do so is a criminal
offence. Shares may also be subject to restrictions by the company.
PSCs and RLEs are also required to disclose their interest in the company to the
company in certain circumstances.
13. PSC Register: the company’s register
Companies must hold and keep available for public inspection a PSC register. This will
contain information on the PSCs’:
•Full name
•Service address
•Country or state of usual residence
•Nationality
•Full date of birth
•Usual residential address (not publicly available)
•Date on which PSC obtained control
•The nature of his or her control over the company
Register must be kept up to date as information changes
People may access the register on request.
14. PSC Register: the central register
Companies must provide all the information in their PSC register to Companies
House on incorporation and then at least once every 12 months as part of the
new confirmation statement.
All information will be made available on the public register except:
• The full date of birth (only the month and year will be shown on the public
register, except where the company elects to keep its PSC information solely
on the register at Companies House)
• The usual residential address
15. PSC Register: the protection regime
Individuals at serious risk of harm will be able to apply to the registrar of
companies to prevent their information being publicly disclosed on the company’s
register and the central register.
Specified public authorities will have access to protected data on request.
BIS have recently consulted on this regime -
https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/4379
74/bis-15-315-register-of-people-with-significant-control-consultation.pdf
Covers the scope, nature and extent of control, fees, the protection regime and
warning and restrictions notices
16. PSC Register: guidance
Two types of guidance:
•Statutory
•Non-statutory
The legislation requires the Secretary of State to publish statutory guidance,
which means that it has legal effect, on the meaning of ‘significance influence
or control’ in the context of the PSC register.
17. PSC Register: guidance
Non-statutory guidance has been produced by a working group on behalf of BIS.
This addresses such issues as:
•What is a PSC or an RLE and what do they need to do
•What information is being collected and why
•Who can access it and how
•Which companies are affected and what they need to do
•What ‘reasonable steps’ means
•What to do if you don’t receive the required information
•How to manage your PSC Register
18. PSC Register: guidance
Both sets of guidance can be found :
https://www.gov.uk/government/publications/guidance-to-the-people-with-
significant-control-requirements-for-companies-and-limited-liability-partnerships
- and on the ICSA website
BIS have indicated that further guidance for PSCs will be published next week.
19. PSC Register: ACTION
Companies should start considering whether they have one or more PSC’s. If they
do, ensure that these people can be identified and data collected. Although DTR5
companies (which have to comply with the Listing Rules) and some others are
exempt, the new requirements do apply to the subsidiaries of such companies.
20. The Small Business, Enterprise and Employment
Act 2015
30 June 2016
The new ‘check and confirm’ annual confirmation statement will replace the
annual return. Companies will be required to begin filing their PSC Register
information at Companies House. Private companies will also be able to choose to
keep some of their registers at Companies House on their check and confirm
date. The process for disqualifying directors will be ‘updated and strengthened’
and the statement of capital will be simplified.
21. The Small Business, Enterprise and Employment
Act 2015
1 October 2016
With specified exceptions, companies will no longer be able to appoint
corporate directors; they will have 12 months to remove any existing
corporate directors that are no longer allowed under the exceptions.
BIS have been consulting on the exceptions to the prohibition of corporate
directors. The implication is that companies will still be able to use corporate
directors for administrative purposes, provided that all the directors of the
corporate director are real people. It would be prudent to identify situations
where your company use corporate directors and consider how you will
comply with the new rules.
22. The Small Business, Enterprise and Employment
Act 2015
Late 2016 / early 2017
Some additional information will be able to be filed at Companies House – no
doubt we will hear more closer to the time.
The UK implementation of the EU’s 4th Money Laundering Directive, expected in
2017, will have an impact on the filing of PSC Register information – we await
information about the impact of this change.
24. Policy Update
Consultations
12th October – FRC Roundtable on Proxy advisers
22nd October – BIS Roundtable re PSC Guidance
5th November – FCA Amendments to Listing Rules
9th November - 2016 ISS Benchmark Policy
11th Dec – FRC Enhancing Confidence in Audit
24th Dec – ESMA European single electronic format
29th January – FRC Succession Planning
4th February – FCA re MAR implementation
25. Policy Update
Succession planning: discussion paper but FRC doesn’t intend Code changes
Market Abuse Regulation: Updating processes and informing/training directors
(have to be in place for April 2016)
Potentially a lot of work for some companies
27. Policy Roundup
Shareholder Rights Directive – currently stuck because there’s no agreement on
country by country reporting but otherwise agreed.
EU non-binding guidelines for reporting non-financial information: Consultation is
out but most of what they are suggesting companies do, we do already (and it’s
non-binding guidelines anyway). It’s implementation of the 2014 Directive
28. Policy Roundup
Government
Very keen on deregulation
New incarnation of the red tape challenge
Continue to emphasise the need for a company secretary in all companies
29. Policy Roundup
Stewardship
ICSA is working with a number of partners to help the FRC review the extent to
which the Stewardship Code has begun to have an impact on company and
investor engagement
Working with the Investment Association and the NAPF
Guidance on more effective stewardship
NB the Red Lines Voting initiative
30. Policy Roundup
Ethics and Culture
Working with FRC as part of the #culturecoalition to look at issues around
corporate culture.
Guidance on Board Effectiveness likely to be revised when this reports in the
Summer
Working with the IBE and Mazars on a piece of research looking at business
culture to be launched at the ICSA Conference on 8th / 9th March
31. Policy Roundup
The role of the Nomination Committee
Working with EY on a piece of research to be launched in May
32. Policy Roundup
Minute Taking
Working on a review of minute taking practice following the Treasury Select
Committee criticism of HBOS record keeping