Corporate governance statement meaning

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, featuring the abolition of the premium and standard segments and the introduction of a single listing category for equity shares in commercial companies. The commercial companies category is strongly disclosure-led and sits beside other categories, including shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook commenced to deliver these reforms and the former Listing Rules sourcebook was withdrawn. For more information, see Practice Note: Reform of the UK listing regime—fundamentals. This fundamentals note describes the listing framework as it existed before 29 July 2024. The UK corporate reporting landscape has been influenced by Brexit. For further details see Brexit—accounts and reports. There have been certain amendments to the requirements of the Companies Act, the DTR and the Listing Rules for accounting periods starting on or after the close of the transitional period, although the impact is largely confined to definitions (eg the meaning of a regulated...

ARCHIVED : This archived Checklist outlines the principal reporting obligations for quoted companies with accounting periods commencing before 1 January 2019, under the Companies Act 2006, the Listing Rules, the Disclosure Guidance and Transparency Rules, and the 2016 edition of the UK Corporate Governance Code... It references rules, provisions and definitions that may have been repealed or altered, including legislation and regulation that applied before the UK left the European Union... For a maintained Checklist summarising the reporting requirements for quoted companies with accounting periods beginning on or after 1 January 2019, see Checklist: Annual report and accounts (quoted companies)—checklist—accounting periods on or after 1 January 2019... For periods beginning before 1 January 2019, this Checklist draws on the following sources: Companies Act 2006 (CA 2006) and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, SI 2008/410 (Large and Medium-sized Companies Regulations) Listing Rules (LRs) Disclosure Guidance and Transparency Rules (DTRs) UK Corporate Governance Code (UKCG...

In this issue: Economic Crime and Corporate Transparency Act 2023 Equity capital markets Private M&A (share purchase) Corporate governance—EU Members Company restoration Daily and weekly news alerts Dates for your diary Trackers Useful information New Q&As Economic Crime and Corporate Transparency Act 2023 Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024 SI 2024/1377: These Regulations update LLP company law to reflect recent changes under the Economic Crime and Corporate Transparency Act 2023 and expand the scenarios in which a person’s residential address can be withheld from the company register, covering former registered office addresses, while maintaining corporate openness and aligning LLP provisions. They commence on 27 January 2025. See: LNB News 07/11/2024 27. Equity capital markets The Financial Conduct Authority has released Policy Statement PS24/19: Enhancing the National Storage Mechanism, setting out the feedback to Consultation Paper CP24/17, its longer-term vision for the NSM, and...

In this issue: Companies House Corporate governance Equity capital markets Accounts and reports Economic Crime and Corporate Transparency Act Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Companies House Companies House announces fee changes from February 2026 Companies House has confirmed a revised fees schedule from 1 February 2026, following its annual assessment to align charges with the cost of providing services. Notably, the digital incorporation filing fee will rise to £100, and the digital confirmation statement fee will increase to £50. These adjustments are set out in the Registrar of Companies (Fees) (Amendment) Regulations 2025 (SI 2025/1137), which were laid before Parliament on 30 October 2025 and take effect on 1 February 2026. The accompanying explanatory memorandum states that the updated fees are intended to recover increased costs linked to implementing the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) and the Economic...

In this issue: Equity capital markets Corporate governance Public company takeovers (Offers) Daily and weekly news alerts New and updated content Dates for your diary Trackers New Q&As Useful information Equity capital markets FCA publishes consultations and policy statement aimed at capital markets reform The Financial Conduct Authority (FCA) has unveiled a suite of measures intended to reinforce the UK’s capital markets. These include: a consultation on proposed rules to create the new Public Offers and Admissions to Trading Regime (POATRs), which will replace the current UK Prospectus Regulation; a consultation setting out proposals for a new activity of operating a public offer platform; and a consultation on derivatives trading obligations designed to improve secondary market regulation, cut systemic risk and minimise disruption for firms. The package also contains policy statement PS24/9, Payment Optionality for Investment Research. See: LNB News 26/07/2024 25. FCA publishes updated checklists and forms following implementation of UK...

Rules and guidance The principal rules on publishing and laying a company’s annual accounts and reports appear in Part 15 of the Companies Act 2006 (CA 2006). For these purposes, a company’s annual accounts and reports comprise: the annual accounts the directors' report the strategic report (unless the company is not obliged to prepare one) the directors' remuneration report, which may include a directors’ remuneration policy, and any separate corporate governance statement not included in the directors' report (for a quoted company) the auditor’s report on the accounts, the directors’ report, the strategic report, the auditable part of any directors’ remuneration report and any separate corporate governance statement (unless the company qualifies for audit exemption) Certain statutory requirements governing publication and laying differ according to whether the company is public or private, and whether it is quoted or unquoted. Quoted companies cover UK companies with shares listed in the UK or in another EEA state; AIM companies do...

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...

Under the Companies Act 2006 (CA 2006), there are rules governing payments a company makes to a director by way of compensation for loss of office. Because these arrangements are especially susceptible to misuse, they must be approved by shareholders. Their interplay with the general statutory duties of directors is addressed in Practice Note: Directors' duties—scope, nature, interpretation and application. Among those duties is an obligation to inform the board whenever the director has, directly or indirectly, any interest in a proposed transaction or arrangement with their company, specifying the nature and extent of that interest. In relation to: the requirement to disclose an interest in a company transaction or arrangement, see Practice Note: Declaration of a director's interests—the statutory provisions; a director’s ability to participate, whether as a director or as a member, in decisions on such a transaction or arrangement, see Practice Note: Declaration of a director's interests—articles of association For these purposes, ‘director’ covers anyone occupying the role of...

DEFINITIONS The following terms apply throughout unless context dictates otherwise: parties/governance cover [ Offeree ] (its Directors, General Meeting, Group, Optionholders, Shareholders, Share Plans, Shares, Warrantholders and Warrants) and [ Offeror ] (its Directors, General Meeting, Group, [ Offeror Parent ], boards, shareholders and any [ Offeror ] Shareholder Resolutions). Transaction references include the Acquisition via the Scheme (or, with Panel consent, a Takeover Offer), the Announcement, Conditions, Meetings, Long Stop Date, Offer, Offer Period, Offer Price and the Resolution. Court/regulatory matters comprise the Court, Court Meeting, Court Hearing, Court Order, the Code, Companies Act, CMA, FCA, FSMA, UK Listing Rules/Market Abuse Regulation, Disclosure Guidance & Transparency Rules, the Panel and any Regulatory Information Service. Market/settlement terms include London Stock Exchange, Official List/Daily Official List, Business Day, Closing Price, CREST, Euroclear, CREST Regulations/Manual, certificated or uncertificated form and CREST sponsored member, plus the Registrars and Registrar of Companies. Scheme mechanics span the Scheme Document and Explanatory Statement, Forms of Proxy, Effective/Effective Date, Voting and Scheme Record Times, Scheme Shareholders/Shares,...

1 Overall risk appetite [ Insert organisation name ] holds an overall [ low OR medium OR high ] appetite for risk. [ Insert organisation name ] will pursue its strategic aims in line with this risk appetite statement. 2 Risk appetite by category Risk category and description Strategic: risks that might cause business failure or obstruct achievement of strategic objectives. Examples Business development, corporate governance, weak succession planning, mergers and acquisitions, launching new lines, future-proofing, and choice of business location. Ability to adapt to shifts in internal and external operating conditions. Terrorism, pandemics, floods, fires, severe weather, earthquakes, or volcanic activity at a critical business site. Political, geo-political, or external stakeholder events that affect the organisation’s capacity to meet objectives. Customer-facing matters, e.g. changes in consumer preferences, competitor innovation, product liability, import and export controls (including trade sanctions), and other rival activity. Overall appetite for this category of risk Overall appetite for this...

Appendix [ 5 ]—DEFINITIONS Offeree, its Directors, Group, Shareholders, Optionholders, Warrantholders and Share Option Scheme denote relevant parties, rights and schemes of the offeree; Offeror (and, where relevant, Offeror Parent), their Directors, Group, Shareholders, General Meeting and Shareholder Resolutions cover the Offeror entities, governance and approvals; Offer, Offer Document, Offer Period, Offer Price, Conditions, Acceptance Condition, Acceptance Condition Invocation Notice and Acceleration Statement concern terms, timing and satisfaction or waiver of Conditions under the Code; Business Day, Closing Price, Daily Official List, Official List, Regulatory Information Service and London Stock Exchange cover market timings, quotations and disclosures; Code, Companies Act, UK Listing Rules, Disclosure Guidance and Transparency Rules, UK Market Abuse Regulation and FSMA are applicable rules and legislation; CREST, CREST Manual, CREST Regulations, certificated/uncertificated form, Electronic Acceptance, TTE Instruction, CREST sponsored member and Escrow Agent concern settlement mechanics; Announcement, Cooperation Agreement, Form of Acceptance, Receiving Agent, Registrars, Disclosed and Dealing Disclosure cover announcements, documents and disclosures; Overseas Shareholders, Restricted...