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This Checklist outlines the requirements of the UK Corporate Governance Code and the Disclosure Guidance and Transparency Rules concerning the composition of audit committees in quoted companies, alongside best practice set out by leading representative bodies for institutional investors. It further reflects guidance issued by the Quoted Companies Alliance for small and mid-size quoted entities, and by the Association of Investment Companies for investment companies. The summary draws on the UK Corporate Governance Code (UKCG Code) to set expectations for committee make-up and expertise. Quoted companies (other than investment companies) The audit committee must consist of at least three independent non-executive directors, or two for smaller companies (ie those outside the FTSE 350). The chair of the board should not sit on the committee. The board should assure itself that at least one committee member has recent and relevant financial experience. As a whole, the audit committee should possess competence relevant to the sector in which the company operates... ...
This checklist outlines the UK Corporate Governance Code expectations for the make-up of remuneration committees of quoted companies, alongside leading best practice from principal institutional investor bodies... UK Corporate Governance Code (UKCG Code) The remuneration committee should include a minimum of three independent non-executive directors, or two for smaller companies (those outside the FTSE 350)... The company chair may sit on the committee but must not chair it, provided he or she was judged independent at the time of appointment as chair... Before taking up the role of remuneration committee chair, the individual should have served on a remuneration committee for at least 12 months... References: 2018 UKCG Code, Provision 32; 2024 UKCG Code, Provision 32... Institutional Shareholder Services Inc (ISS) For FTSE 350 companies, the remuneration committee should comprise at least three non-executive directors, with all members being independent... The company chair may join the committee but must not chair it, if he or she...
This checklist sets out the requirements for preparing for a company’s general meeting (GM) or annual general meeting (AGM). It is intended for both practitioners and company secretaries and applies to private and public limited companies, whether listed or unlisted. It addresses calling a GM or AGM, including the members’ and the court’s powers to call a meeting, notice requirements, practical preparatory steps, and a company secretary’s checklist of actions to take for the meeting. Holding hybrid GMs and AGMs Since the COVID-19 pandemic, many companies have enabled remote participation at meetings, typically by amending their articles to permit remote attendance, inclusion within the quorum, and the ability to vote by participants at such meetings, accordingly. For further details, see Practice Note: Holding entirely virtual or hybrid general meetings and AGMs...
Tribunal chair Andrew Lenon KC stated the claimants have a credible chance of showing that Apple’s alleged excessive commissions charged to UK-based app developers for transactions completed on non‑UK storefronts constituted conduct carried out in the UK. In January 2024, Apple sought to have the tribunal strike out the action, which is brought on behalf of more than 1,500 UK‑based app developers over purportedly unfair App Store fees. The company contended that the majority of developers lack a UK claim because most distribution charges arose from purchases made in other countries, relating to the placement and sale of apps. The tech giant’s legal team further submitted that the lawsuit, spearheaded by Norwich Business School professor Sean Ennis, attempts to impose English competition law on charges incurred overseas and on commerce taking place outside the UK...
ACA chair Stewart Hastie said the trade body backs the Labour government’s January 2025 proposal enabling companies that sponsor defined benefit pension arrangements to draw down substantial surpluses. He urged Pensions Minister Torsten Bell to deliver a pragmatic and successful new regime for defined benefit surplus release. Hastie stressed that pension trustees must remain central to the process, but that the necessary detail — including a new regulator code — should arrive sooner rather than later and underpin a practical approach if the behavioural shift sought is to be achieved...
Wesson (Chair of Friends of Mill Road Bridge) v Cambridgeshire County Council [2024] EWHC 1068 (Admin) What are the practical implications of this case? Two practical themes arise. The first concerns procedure for challenges under RTRA 1984, Sch 9, para 35, where the court delivered two generally applicable points. On summary judgment, the discussion at paras [7]–[11] culminates in a caution at paras [10]–[11]: in many instances the correct course is to proceed straight to a substantive hearing. It is a clear indication that using a summary judgment application in para [35] matters as a surrogate for a judicial review permission stage is inappropriate. The second point reiterates that an Order impugned under para [35] will only be quashed if, in accordance with RTRA 1984, Sch 9, para 36, the applicant has suffered substantial prejudice (see paras [126]–[127]). On that basis, the claimant’s first ground was struck out because no substantial prejudice was shown—a reminder of the hurdle that prospective challengers must meet...
FORTHCOMING CHANGE: Agricultural Minimum Wage rates are ordinarily reviewed each year by the Agricultural Advisory Panel for Wales (the Panel). As the recruitment of a new Chair is still underway, the Panel has not been able to finalise an Agricultural Wages Order for 2026. Accordingly, from 1 April 2026 the rates set out in the Agricultural Wages (Wales) Order 2025, SI 2025/293, will continue to apply, except where superseded by changes to the National Minimum Wage (NMW) or National Living Wage (NLW). This Practice Note will be updated to reflect any amendments introduced by the Agricultural Wages Order for 2026 once it is made. FORTHCOMING CHANGE: Relevant provisions (not yet in force) of the Tertiary Education and Research (Wales) Act 2022 will create a new scheme of apprenticeships in Wales, replacing the current regime under Chapter 1 of the Apprenticeships, Skills, Children and Learning Act 2009 (ASCLA 2009), from a date yet to be determined. This Practice Note is a guide to the key elements of employment...
The White Paper, ‘Restoring control over the immigration system’, released on 12 May 2025, sets out a broad suite of major reforms spanning several areas of immigration policy. Many measures align with the Labour government’s commitment to lower net migration, including through a rework of skills policy. This Practice Note distils the principal proposals for business immigration practitioners, offers commentary on potential impacts, monitors implementation as it unfolds, and directs readers to relevant resources. Resources Immigration White Paper heralds significant changes to UK immigration system — LNB News, 12/05/2025, 44 Immigration White Paper—some further indications on timing, and who settlement reforms could affect — LNB News, 13/05/2025, 8 What can sponsors and Skilled Workers do to address the White Paper proposals — Ben Maitland, Senior Associate, Vanessa Ganguin Immigration Law Immigration reform plan creates new headaches for employers — Law360 MAC review on IT and Engineering cautions on skills approach — LNB News, 29/05/2025, 6 MAC publishes family visa financial requirements...
This month brought a revival of the FTC’s decade-old policy compelling acquiring parties subject to an FTC merger enforcement order (ie consent decree) to secure prior approval for any subsequent transaction for at least 10 years, the withdrawal of vertical merger guidelines and related commentary, and updates designed to streamline its second request process. Internationally, Hungary introduced a merger review exemption for state-owned capital funds, Kuwait revised its notification thresholds, the Egyptian Competition Authority announced its intention to enforce post-merger obligation requirements, and Taiwan tabled proposed amendments to its merger control regime... United States—FTC votes to withdraw Vertical Merger Guidelines and Commentary On 15 September 2021, under the new leadership of Chair Lina Khan, the Federal Trade Commission held its third open meeting. As anticipated, the FTC voted 3–2, along party lines, to withdraw approval of: (i) the Vertical Merger Guidelines (Guidelines), issued jointly with the Department of Justice (DOJ), and (ii) the FCA’s Vertical Merger Commentary. On the same day, the DOJ released a statement confirming it...
registration number OC : [ insert registration number ] [ insert name ] LLP Minutes of a meeting of the members (the Meeting) of [ insert name ] LLP (the LLP ) Convened at: [ insert place of meeting ] Date and time: [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am or pm ] Present [ insert name of member to be the chair ] (Chair) [ insert names of members who are physically present ] [ insert names of any members present by telephone as permitted by the limited liability partnership agreement ] (by telephone) [ insert names of any members present by other means ]...
1 General Date of meeting Chair Persons in attendance (names and roles) 2 Agenda General business Apologies and announcements Matters arising from the previous health and safety consultation minutes not listed elsewhere, and approval of those minutes For information Details of significant health and safety incidents since the last consultation meeting Confirmation of immediate remedial measures taken and/or future actions to reduce the chance of recurrence Outcomes of any health and safety testing or investigations completed since the previous meeting Confirmation of changes that may materially affect employees’ health and safety (e.g. alterations to procedures, equipment or working methods, or the introduction of new machinery or technology) and any newly identified risks Future action points set to mitigate these risks and secure employees’ health and safety Details of upcoming training or other events For discussion Concerns raised by employees about...
1 General Meeting date Chair Attendees (names and roles) Apologies 2 Minutes AnnouncementsRecorded: The following notices were delivered by [ name ]: [ insert detail ] Previous meeting on [ date ]Recorded: The matters below emerged from the minutes of the prior health and safety consultation held on [ date ]: [ insert detail ] MinutesRecorded: The minutes for the meeting dated [ date ] were agreed...
On 23 October 2020, Nesil Caliskan, Chair of the Local Government Association’s (LGA) Safer and Stronger Communities Board, issued remarks about the powers councils require to curb the transmission of coronavirus (COVID-19). Caliskan argued that local authorities should be able to take “rapid action” against businesses that do not put in place appropriate safety measures, adding that he “look[s] forward to hearing more details…over the coming days”. See: LGA seeks tools to combat businesses violating safety measures amid coronavirus (COVID-19)—LNB News 23/10/2020 86. The interventions designed to limit the spread of coronavirus continue to change as government policy tracks how the virus is circulating within communities. To streamline arrangements, a three-tier set of response levels was brought in to manage localised transmission of coronavirus. These regulations took effect in England on 14 October 2020, establishing a three-tier framework of restrictions intended to tackle local outbreaks of coronavirus. The regulations were made under powers granted by sections 45C(1), (3)(c), (4)(b), (4)(d), 45F(2) and 45P of the Public Health (Control of Disease)...