FRC strengthens Stewardship Code The Financial Reporting Council has published a consultation paper on a new Stewardship Code that sets substantially higher expectations for investor stewardship policy and practice.  The proposed changes call for higher transparency regarding institutional investors’ stewardship activities and encourages more engagement with issuers (ie companies).  The FRC and the FCA have…

February 22, 2019 Read more >

Companies’ social purpose Over the last few years we have seen companies come under increasing scrutiny from the public, media and politicians.  In response, we have seen a new Corporate Governance Code, new disclosure regulations and extra requirements for investors.  One theme that has emerged is a new emphasis on companies’ social responsibility.  This trend…

February 20, 2019 Read more >

Wishing all our clients a successful and prosperous 2019 Regardless of what happens concerning the UK’s continuing relationship with the rest of Europe as the PM seeks to re-open negotiations, life will continue, decisions will have to be taken, strategies formulated and business plans executed. It’s going to be a busy year. News of potentially…

January 3, 2019 Read more >

Launch of the Wates Principles for large private companies As we have already mentioned in our “Executive Remuneration Landscape” article, which was published in our September e-newsletter, 2018 has been one of the most eventful years in terms of remuneration governance in the UK. Earlier this year we saw the publication of the 2018 UK…

December 18, 2018 Read more >

Introduction On 22 November 2018, the Investment Association (“IA”), wrote to the chairmen of the remuneration committees of FTSE 350 companies attaching its updated Principles of Remuneration. These changes to the IA guidelines have been made against the backdrop of the new remuneration provisions in the UK Corporate Governance Code and the changes to the…

December 18, 2018 Read more >

New Investor Remuneration Guidelines As we move into 2019, the investor institutions and proxy agencies have been busy, producing their revised remuneration guidelines.  After a very active year in corporate governance there are, not surprisingly, a lot of changes. Starting with Glass Lewis: this major voting advisory agency has just issued its 2019 Proxy Guidelines…

December 5, 2018 Read more >

Largest AIM companies stick with UK Corporate Governance Code AIM companies are required to adopt a recognised corporate governance code – which one do they choose? One of the main attractions of listing on the AIM market is the reduced regulatory requirements compared to a main market listing, but do the biggest AIM companies take…

November 26, 2018 Read more >

How will Remuneration Committees cope with their expanded remit? Changes to UK corporate governance guidance and disclosure regulations introduced this summer have expanded the remit of remuneration committees. The effects reach beyond quoted companies. We have designed a programme to help navigate through the added complexity. The UK Corporate Governance Code (UKCGC), applicable to companies…

September 27, 2018 Read more >

Governance landscape at a glance “the most eventful year in history” 2018 has been, probably, the most eventful year in UK history on remuneration governance. The year saw the culmination of the Government’s wide initiative on corporate governance reform, with a revised UK Corporate Governance Code published by the FRC in July and new corporate…

September 27, 2018 Read more >

SEC rescinds guidance providing regulatory support for using proxy advisors On Thursday 13th September, the SEC rescinded two guidance letters from 2004 in a move that will potentially reduce the influence that ISS has on, among other things, Say-on-Pay votes. These guidance letters informed investment managers that outsourcing their proxy voting decisions to proxy advisors…

September 17, 2018 Read more >

Investment Association register of AGM votes 2018 On 30 August the Investment Association published its analysis of voting in the 2018 AGM season. Company resolutions are added to the register if they fail to achieve an 80% vote in favour. The picture is rather confused. For all listed companies the number of resolutions not achieving…

August 30, 2018 Read more >

Pay Ratios Disclosure Regulations Which companies do the pay ratio requirements apply to? Quoted companies (not AIM companies) with >250 UK employees (average no. over the financial year). This includes all UK employees who have a contract of service with the company, regardless of hours worked, although it is the FTE pay figure that is…

August 29, 2018 Read more >