The document provides a summary of recent and upcoming policy changes relating to UK company law and governance, as outlined in a presentation by Peter Swabey of ICSA. Key points include:
1. The Small Business, Enterprise and Employment Act 2015 introduces several changes around bearer shares, directors' dates of birth on public registers, and other areas over 2015-2016.
2. From April 2016, most UK companies will be required to maintain a public register of people with significant control over the company and provide this information to Companies House annually.
3. Other new laws and upcoming consultations relate to the EU Shareholder Rights Directive, Audit Directive implementation, and closing the gender pay gap.
4
Governance observer volume 2 - December 2014Misbah Hussain
In this year’s edition, we take a closer look at the structure of corporate boards of India's top 150 companies by market capitalisation. The study provides several key insights, which would be useful to companies in structuring and managing their boards. The report will also enable regulators identify the extent to which India Inc. is complying with the corporate governance norms in line with the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement.
Mergers and Acquisitions in China as one of the investment vehicles available for foreign investors and market entry strategy to break into Chinese market. What are the main issues and aspects to carefully take into consideration? What are the alternatives to M&A operations to achieve the same goals in China?
For many business owners, the major source of retirement funding is the sale of their business or assets owned by the business. Fortunately, there are a number of capital gains tax (CGT) concessions available to small business that reduce or even eliminate the capital gain on the disposal of certain assets. It is important to understand the concessions available and the eligibility requirements to ensure entitlements are maximised.
The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
Part of the webinar series: CORPORATE & REGULATORY COMPLIANCE BOOT CAMP 2021 - PART 2
See more at https://www.financialpoise.com/webinars/
SPACs: An Alternative Way to Access the Public Marketsrberger11
Companies are increasingly going public by merging with Special Purpose Acquisition Companies (SPACs), which are publicly traded pools of capital formed for the sole purpose of merging with an operating company.
Governance observer volume 2 - December 2014Misbah Hussain
In this year’s edition, we take a closer look at the structure of corporate boards of India's top 150 companies by market capitalisation. The study provides several key insights, which would be useful to companies in structuring and managing their boards. The report will also enable regulators identify the extent to which India Inc. is complying with the corporate governance norms in line with the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement.
Mergers and Acquisitions in China as one of the investment vehicles available for foreign investors and market entry strategy to break into Chinese market. What are the main issues and aspects to carefully take into consideration? What are the alternatives to M&A operations to achieve the same goals in China?
For many business owners, the major source of retirement funding is the sale of their business or assets owned by the business. Fortunately, there are a number of capital gains tax (CGT) concessions available to small business that reduce or even eliminate the capital gain on the disposal of certain assets. It is important to understand the concessions available and the eligibility requirements to ensure entitlements are maximised.
The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
Part of the webinar series: CORPORATE & REGULATORY COMPLIANCE BOOT CAMP 2021 - PART 2
See more at https://www.financialpoise.com/webinars/
SPACs: An Alternative Way to Access the Public Marketsrberger11
Companies are increasingly going public by merging with Special Purpose Acquisition Companies (SPACs), which are publicly traded pools of capital formed for the sole purpose of merging with an operating company.
Cultural Issues In Asia Private Equity and Venture Capital TransactionsPamir Law Group
This presentation applies ancient Chinese wisdom to 21st century cross-border Venture Capital & Private Equity transactions.
For more information about our Private Equity and Venture Capital services, please visit http://www.pamirlaw.com/en/services/legal/private_equity_venture_capital
Increasingly, law firms have used the device of merger as a road to quick growth. Without comprehensive planning the merger route is a hazardous undertaking.
Impact of the JOBS Act on the IPO Market (Series: THE JOBS ACT - A RETROSPECT...Financial Poise
Regulatory burdens associated with “going public” and thereafter with “being public” are major hurdles facing smaller issuers considering the prospects of an initial public offering (“IPO”). The JOBS Act has impacted that consideration principally in two ways. For the IPO process, the JOBS Act established an “IPO On-Ramp” benefitting smaller issuers by easing certain restrictions for a newly defined class of issuer known as an “emerging growth company” (EGC) that previously hampered the determination by those issuers whether even consider taking on the burden and expense of an IPO.
This webinar explores, for example, the opportunity created by the JOBS Act for EGCs to “test the waters” prior to embarking on the process, and the opportunity for confidential SEC filing and early regulatory assessment of the offering’s viability. For the EGC that succeeds in an IPO, the JOBS Act “on-ramp” significantly reduces the regulatory burdens under the Securities Exchange Act reporting requirements, for example, for a five year period. An equally significant impact of the JOBS Act on determinations by smaller issuers regarding the IPO market is the ability of private companies to avoid becoming a public company subject to Exchange Act Section 12 registration requirements and the panoply of regulatory requirements triggered by that registration. The JOBS Act significantly increased the threshold number of shareholders a company may have before triggering the registration requirement, thus permitting smaller companies to remain private longer.
This webinar episode also tackles these elements of the JOBS Act that directly impact IPO determinations by smaller issuers, and provides practical insights and tips in making these important business decisions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financialpoisewebinars/on_demand_webinars/impact-of-the-jobs-act-on-the-ipo-market/
This scheme was allegedly conceived by Francis Yuen, part of Richard Li’s buyout group, and instructions were given to Inneo Lam, Regional Director at Fortis, to distribute the shares to 500 Fortis agents. Without these insurance agents, the buyout plan would only gain marginal support, with 903 approving and 854 opposing8.
Uk Corporate Governance: Enron to VW - It's Not About The Car 02 12 15 fv 30 ...John Walmsley
John Walmsley of JKW Law talks about the warning signs at VW, the UK Corporate Governance Code, its origins and recent changes and the likely impact of the scandal on VW and on UK corporate governance for boards, companies and shareholders.
Establishment of a business
What is the right structure?
-Ownership -v- management issues
- Tax implications
- Legal risks & responsibilities
- The things that sometimes go wrong
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.
Cultural Issues In Asia Private Equity and Venture Capital TransactionsPamir Law Group
This presentation applies ancient Chinese wisdom to 21st century cross-border Venture Capital & Private Equity transactions.
For more information about our Private Equity and Venture Capital services, please visit http://www.pamirlaw.com/en/services/legal/private_equity_venture_capital
Increasingly, law firms have used the device of merger as a road to quick growth. Without comprehensive planning the merger route is a hazardous undertaking.
Impact of the JOBS Act on the IPO Market (Series: THE JOBS ACT - A RETROSPECT...Financial Poise
Regulatory burdens associated with “going public” and thereafter with “being public” are major hurdles facing smaller issuers considering the prospects of an initial public offering (“IPO”). The JOBS Act has impacted that consideration principally in two ways. For the IPO process, the JOBS Act established an “IPO On-Ramp” benefitting smaller issuers by easing certain restrictions for a newly defined class of issuer known as an “emerging growth company” (EGC) that previously hampered the determination by those issuers whether even consider taking on the burden and expense of an IPO.
This webinar explores, for example, the opportunity created by the JOBS Act for EGCs to “test the waters” prior to embarking on the process, and the opportunity for confidential SEC filing and early regulatory assessment of the offering’s viability. For the EGC that succeeds in an IPO, the JOBS Act “on-ramp” significantly reduces the regulatory burdens under the Securities Exchange Act reporting requirements, for example, for a five year period. An equally significant impact of the JOBS Act on determinations by smaller issuers regarding the IPO market is the ability of private companies to avoid becoming a public company subject to Exchange Act Section 12 registration requirements and the panoply of regulatory requirements triggered by that registration. The JOBS Act significantly increased the threshold number of shareholders a company may have before triggering the registration requirement, thus permitting smaller companies to remain private longer.
This webinar episode also tackles these elements of the JOBS Act that directly impact IPO determinations by smaller issuers, and provides practical insights and tips in making these important business decisions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financialpoisewebinars/on_demand_webinars/impact-of-the-jobs-act-on-the-ipo-market/
This scheme was allegedly conceived by Francis Yuen, part of Richard Li’s buyout group, and instructions were given to Inneo Lam, Regional Director at Fortis, to distribute the shares to 500 Fortis agents. Without these insurance agents, the buyout plan would only gain marginal support, with 903 approving and 854 opposing8.
Uk Corporate Governance: Enron to VW - It's Not About The Car 02 12 15 fv 30 ...John Walmsley
John Walmsley of JKW Law talks about the warning signs at VW, the UK Corporate Governance Code, its origins and recent changes and the likely impact of the scandal on VW and on UK corporate governance for boards, companies and shareholders.
Establishment of a business
What is the right structure?
-Ownership -v- management issues
- Tax implications
- Legal risks & responsibilities
- The things that sometimes go wrong
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.
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
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.
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.
Acquisory News Chronicle May 2016 - Article on Insolvency and Bankruptcy Code 2016 – A dawn in the era of Credit Market Laws
Latest Corporate News updates- RBI Bank, MCA, SEBI, Tax, DIPP and others
Off Payroll Working In Private Sector | Makesworth Accountants in HarrowMakesworth Accountants
New tax rules for individuals working via their own companies for medium or large business. From 6 April 2020, new tax rules are proposed for individuals who provide their personal services via an ‘intermediary’ to medium or large business. An intermediary may be another individual, a partnership, an unincorporated association or a company. The most common structure is a worker providing their services via their own company (PSC) which is the term used in this letter to summarise the rules which will apply to all intermediaries. Similar rules were introduced in 2017 for public sector organisations receiving services from PSCs. The 2020 rules will use the 2017 rules as a starting point which means, in practical terms, that the principles have already been decided but some aspects of the detailed operation of the rules will be decided in a consultation process. Draft legislation has been published which will, subject to consultation, be included in the next Finance Bill.
Rollits Dispute Resolution Newsletter October 2016 Pat Coyle
Legal newsletter from Rollits LLP including a Sale of Goods update and definitive sentencing guidelines for H&S, corporate manslaughter and food safety
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.
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
A process server is a authorized person for delivering legal documents, such as summons, complaints, subpoenas, and other court papers, to peoples involved in legal proceedings.
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
Russian anarchist and anti-war movement in the third year of full-scale warAntti Rautiainen
Anarchist group ANA Regensburg hosted my online-presentation on 16th of May 2024, in which I discussed tactics of anti-war activism in Russia, and reasons why the anti-war movement has not been able to make an impact to change the course of events yet. Cases of anarchists repressed for anti-war activities are presented, as well as strategies of support for political prisoners, and modest successes in supporting their struggles.
Thumbnail picture is by MediaZona, you may read their report on anti-war arson attacks in Russia here: https://en.zona.media/article/2022/10/13/burn-map
Links:
Autonomous Action
http://Avtonom.org
Anarchist Black Cross Moscow
http://Avtonom.org/abc
Solidarity Zone
https://t.me/solidarity_zone
Memorial
https://memopzk.org/, https://t.me/pzk_memorial
OVD-Info
https://en.ovdinfo.org/antiwar-ovd-info-guide
RosUznik
https://rosuznik.org/
Uznik Online
http://uznikonline.tilda.ws/
Russian Reader
https://therussianreader.com/
ABC Irkutsk
https://abc38.noblogs.org/
Send mail to prisoners from abroad:
http://Prisonmail.online
YouTube: https://youtu.be/c5nSOdU48O8
Spotify: https://podcasters.spotify.com/pod/show/libertarianlifecoach/episodes/Russian-anarchist-and-anti-war-movement-in-the-third-year-of-full-scale-war-e2k8ai4
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.
What is the point of small housing associations.pptxPaul Smith
Given the small scale of housing associations and their relative high cost per home what is the point of them and how do we justify their continued existance
2. Policy update
Agenda
Small Business, Enterprise and Employment Act 2015
PSC Register
Other new law :
• Shareholder Rights Directive
• Audit Directive
Consultations – Closing the gender pay gap
AGM Season 2015/16
Policy Round-up
www.slideshare.net/icsaevents
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
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. If you do not have this in hand, you should act
immediately.
6. The Small Business, Enterprise and
Employment Act 2015
10 October 2015
The day element of the date of birth of directors will be hidden
from the public register; the accelerated strike-off process will
be introduced; and there will be changes to the requirement to
give consent to act as a director or secretary.
December 2015
The process to rectify the register in the event of director
disputes or registered office disputes will be simplified.
7. The Small Business, Enterprise and
Employment Act 2015
10 October 2015
The day element of the date of birth of directors will be hidden
from the public register; the accelerated strike-off process will
be introduced; and there will be changes to the requirement to
give consent to act as a director or secretary.
December 2015
The process to rectify the register in the event of director
disputes or registered office disputes will be simplified.
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).
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, will have to keep a
PSC register.
BIS will apply reform to Limited Liability
Partnerships through secondary legislation.
BIS are considering:
•Whether to exempt other types of companies subject to stringent
disclosure requirements
•How to implement the wider scope of the EU AML Directive
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/43
7974/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
guidance on the meaning of ‘significance influence or control’
in the context of the PSC register.
This statutory guidance has legal effect and will be
produced by BIS.
17. PSC Register: guidance
Non-statutory guidance will be produced by a working group
acting on behalf of BIS and will address issues like:
•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
•What to do if you are a PSC
18. PSC Register: guidance
The plan is to publish the draft guidance in October for
consultation, and final guidance in January in advance of
when statutory duties kick in in April.
Feedback on what you would like to see included in the
guidance welcome.
pswabey@icsa.org.uk
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. Shareholder Rights Directive
Luxembourg presidency met with the Commission and Member
State representatives last week to discuss reaction to the text
agreed by the Parliament.
Most of discussion around remuneration and related party
transaction articles
Also a political issue over country by country reporting
Next meeting end September / early October
25. Audit Directive implementation
BIS announcement on 8th
September
https://www.gov.uk/government/publications/eu-audit-directive-
and-regulation-implementation-update/update-on-the-
implementation-of-the-eu-audit-directive-and-regulation
BIS is continuing to work with the FRC, Financial Conduct
Authority (FCA), the Prudential Regulation Authority (PRA) and
the Professional Bodies to implement the requirements of the
Audit Directive and Regulation.
The reforms take effect on 17 June 2016.
26. Audit Directive implementation
BIS consultation
To be published in the next few weeks, focus on:
•the definition of a public interest entity (PIE)
•FRC powers and Professional Bodies’ responsibilities
•mandatory retendering and rotation of PIE auditor
appointments.
27. Audit Directive implementation
FRC consultation
Also imminent, and focussed on the detail of implementation.
This will include :
•types of entities in scope
•prohibited non-audit services to audit clients
•application of independence principles across firms’ networks
•audit firm and key audit partner rotation
•amending existing auditing standards following recent revisions
to international auditing standards
28. Audit Directive implementation
FCA and PRA consultations
The FCA will be consulting on Audit Committee requirements
applying to entities with securities admitted to trading on a
regulated market, as an update to the Disclosure Rules and
Transparency Rules (DTR) in the FCA handbook, which are
supported by the FRC’s Corporate Governance Code.
The PRA will be consulting in mid-September on Audit
Committee requirements for banks, building societies and
insurers regardless of whether or not they have issued
transferrable securities. If a firm falls within both the scope
of the FCA and PRA Audit Committees rules, the PRA
intends it should comply with both sets of rules.
29. Policy Update
Consultations
13th
July – BIS : PSC Register regulations
23rd
July – BIS :PSC Register regulations – protection regime
19th
August – FRC : Small company reporting
4th
September – GEO : Gender Pay Gap
31. AGM Season 2015/16
NAPF report
http://www.napf.co.uk/PolicyandResearch/DocumentLibrary/044
4-2015-NAPF-AGM-Report.aspx
32. AGM Season 2015/16
NAPF report
•3rd
annual review
•2015 ‘a relatively quiet year’, but …….
•12 FTSE350 companies had a significant ‘against’ vote on a
governance issue at the AGM for the second year running
•The top 5 FTSE100 and top 10 FTSE250 shareholder
rebellions – including two lost remuneration reports
•Some companies with more than 15% vote against one or more
directors
34. 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
35. Policy Roundup
New Government
Very keen on deregulation
New incarnation of the red tape challenge
Continue to emphasise the need for a company secretary in all
companies
36. Policy Roundup
Ethics and Culture
Working with the IBE and Mazars on a piece of research
looking at business culture