Comply or explain meaning

This Checklist outlines the principal considerations a legal adviser to an e‑commerce business (whether in‑house or external) should review to help the organisation comply with applicable e‑commerce laws and to manage legal risks particular to an online trading environment. It is suitable for e‑commerce businesses selling to consumers (B2C) as well as to other businesses (B2B). It does not cover matters that are generally relevant to all businesses (eg compliance with general data protection record‑keeping obligations, health and safety, employment law, taxation, and so on). For further guidance on e‑commerce, see Practice Notes: Business to business e‑commerce—introduction Business to business e‑commerce—legal issues Business to consumer e‑commerce—legal issues A. Website terms and information—ensure the following are in place Terms of use (of the website) It is prudent to include terms that explain the basis on which the website is provided and accessed. Common provisions include disclaimers, essential information and contact details, user obligations, and intellectual property rights, among others. See Practice...

Quoted companies (other than investment companies) This checklist sets out the UK Corporate Governance Code expectations on the composition of quoted company boards, together with best-practice guidance from leading institutional investor representative bodies. It also draws on guidance from the Quoted Companies Alliance for small and mid-size quoted companies, and from the Association of Investment Companies for investment companies. UK Listing Rules Companies listed in the equity shares (commercial companies) category should confirm in their annual report, on a ‘comply or explain’ basis and by reference to a chosen date within the accounting period, whether they meet the following board diversity targets on gender and ethnicity: a minimum of 40% of the board should be women at least one senior role—chair, CEO, senior independent director (SID) or CFO—should be held by a woman at least one director should be from a minority ethnic background Reference: UKLR 6.6.6. 2018 UKCG Code No less than half of the board,...

In this issue: Company law, governance and regulatory matters New content Useful information Dates for your diary Weekly highlights from other practice areas Company law, governance and regulatory matters FRC updates guidance on UK Corporate Governance Code in relation to remuneration The Financial Reporting Council has revised the section of its UK Corporate Governance Code guidance covering non-executive directors’ remuneration to clarify the position on share-based pay for NEDs. The Code itself is unchanged, but the guidance underscores that the existing ‘Comply or Explain’ principle gives companies latitude when designing NED fee arrangements; nevertheless, performance-related pay for NEDs remains unacceptable. These changes follow last month’s HM Treasury announcement—within its Regulation Action Plan—that the FRC would update its guidance to confirm that paying NEDs in shares is appropriate (see News Analysis: Share Incentives weekly highlights—23 October 2025—Company law, governance and regulatory matters). The update explains how boards can shape NED remuneration, acknowledging that companies may encourage NEDs to build...

In this issue: UK competition policy UK antitrust UK mergers National Security and Investment Act 2021 UK private actions UK digital markets EU antitrust EU Foreign Subsidies Regulation EU State aid LexTalk®Competition: a Lexis®Nexis community Daily and weekly news alerts New and updated content Caselex UK competition policy Government launches consultation on turnover and control regulations under the Digital Markets, Competition and Consumers Act The Department of Business and Trade (DBT) has published a consultation on three draft regulations which, for purposes of the Digital Markets, Competition and Consumers Act 2024 (DMCCA 2024), explain how turnover is to be estimated or calculated and when a person is regarded as having control of an enterprise. The draft regulations are: Competition Act 1998 (Determination of Turnover for Penalties): sets out the approach to calculating the relevant turnover of undertakings for the new turnover-based civil penalties for contraventions of certain...

UK Finance responds to FCA consultation on aligning sustainability disclosures with ISSB standards UK Finance has issued its reply to the Financial Conduct Authority’s consultation on bringing sustainability-related disclosures into line with international standards, backing the plan to embed the UK Sustainability Reporting Standards within the Listing Rules and to align with the International Sustainability Standards Board baseline, while underlining the need for international consistency and comparability. It supports the proposed ‘comply or explain’ model, yet seeks clearer signalling on the FCA’s next steps, including whether the regime will persist in its current form or shift towards mandatory adherence. The submission also urges consideration of the implications for the competitiveness of UK listings and for the broader corporate reporting landscape, and says the FCA should take a proportionate, supportive supervisory stance, especially during initial implementation, acknowledging that firms may rely on best endeavours as capabilities mature. UK Finance further stresses that using the ‘explain’ option should not be equated with non-compliance, and it does not support introducing...

This Practice Note covers: the meaning of corporate governance governance considerations for private companies the UK stance on corporate governance in relation to share schemes, including: the regulatory position on share schemes institutional investor guidance how companies assess and monitor their compliance with the UK Corporate Governance Code (the Code) corporate governance for financial services firms as contrasted with other businesses This Practice Note sets out the core ideas of corporate governance and directs readers to fuller, more detailed Practice Notes on each regulatory and legislative strand of the UK framework, as well as the institutional investor guidelines. What is corporate governance? In broad terms, corporate governance concerns how companies are directed and controlled at the highest level. The governance framework aims to establish arrangements that ensure fair treatment across a company’s various stakeholders. The Cadbury Report of 1992 is widely seen as the original foundation of...

Chapter 9 of the UK Listing Rules (UKLRs) Chapter 9 of the Financial Conduct Authority (FCA) UK Listing Rules (UKLRs) sets out continuing obligations for any company that has a listing of equity shares in the equity shares (commercial companies) category, which the company must comply with to retain its admission to the Official List (terms in bold are defined in the FCA Handbook Glossary). For further detail on companies with a listing of equity shares in the equity shares (commercial companies) category, refer to Practice Note: The UK listing regime for more information. Under UKLR 6.6 R, a company with a listing of equity shares in the equity shares (commercial companies) category must include specified financial disclosures within its annual financial report. The UKLR 6.6 R obligations for both UK and overseas issuers with a listing of equity shares in the equity shares (commercial companies) category are also considered below, together with an overview of the UKLRs relevant to annual financial reports of other listed bodies, and a...

This Practice Note examines when reinstatement will be ordered as a remedy under section 112 of the Employment Rights Act 1996 (ERA 1996) following a finding of unfair dismissal. The key factors are: whether the employee seeks reinstatement; whether returning them is feasible in practice; and whether doing so would be fair in the circumstances. It also covers what a reinstatement order must contain, its legal effect once made, and how arrears of salary and associated benefits are to be quantified. Where an employer does not comply, in whole or in part, a further hearing on reinstatement will be convened. At that stage, the tribunal assesses whether compliance was in fact practicable and, if so, calculates an additional compensatory award under ERA 1996, s 117 in consequence of the failure to honour a reinstatement or re-engagement order. Reinstatement is one of the orders available to a tribunal under ERA 1996, s 112 after an unfair dismissal finding. For analysis...

[ insert name and address of the claimant or the claimant’s legal representative ] [ insert date ] [ Claimant v Defendant—Case number ] Dear [ insert organisation name ] Thank you for your letter dated [ insert date ] seeking extra time for [ describe the length of the extension requested and the step to be taken ]. [ Either: We have reviewed your request and are unable to agree. [ Provide reasons for refusal ] OR explain why the period requested is too long and put forward a shorter timetable ] OR We have considered the request and will agree subject to these conditions: Your client shall pay our client’s costs arising from this request [ in the sum of £… ] within [ ] days of this letter. AND/OR All directions in the order of [ insert name ] dated [ date ] are extended correspondingly so that: ...

ARCHIVED ARCHIVED: This Precedent has been archived and is no longer maintained. 1 Context These ‘Arrangements’ explain how you may submit a complaint that an elected or co‑opted member of this authority [ or of a parish council within its area ] has not complied with the authority’s Code of Conduct, and outline how the authority will manage allegations concerning a failure to comply with the authority’s Code of Conduct. Under section 28(6) and (7) of the Localism Act 2011, the Council must have in place ‘arrangements’ by which allegations that a member or co‑opted member of the authority [ or of a parish council within the authority’s area ], or of a Committee or Sub‑Committee of the authority, has failed to comply with that authority’s Code of Conduct can be investigated and decisions reached on such allegations...