ICSA: The Governance Institute meaning

Dated May 2022, this guidance was issued by The Chartered Governance Institute (previously known as ICSA: The Governance Institute) (CGI) to...

ARCHIVED: This archived guidance, dated August 2004 and revised in 2013, was produced by The Chartered Governance Institute (formerly known as ICSA: The Governance...

Meaning of ‘non-executive director’ The broad definition of ‘director’ is not closed. Under the Companies Act 2006 (CA 2006), a director is any person who occupies the office of director, whatever title they hold. Accordingly, this covers both executive and non-executive directors (NEDs). Executive directors are typically authorised, either by the company’s constitution or by authority delegated from the board, to manage the company’s day-to-day affairs, and they usually have a full-time service contract. NEDs generally: have no executive powers play a pivotal role in the company’s corporate governance are not employees of the company There are a number of challenges around granting shares to NEDs. This Practice Note considers the issues to assess when offering shares or share-based remuneration to NEDs, including: the potential impact on the NED’s independence the share dealing provisions of Assimilated Regulation (EU) 596/2014 for the UK, and the Market Abuse Regulation (Regulation (EU) 596/2014) previously and for the EU ...

This precedent memorandum This precedent memorandum presents a specimen group-wide dealing policy issued by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI), GC100, the Quoted Companies Alliance (QCA) and other market participants too. It was created after the Financial Conduct Authority (FCA) chose to remove the Model Code, which had formed part of the listing rules, because it conflicted with the EU Market Abuse Regulation that came into force on 3 July 2016. The CGI, GC 100 and the QCA agreed that it would be greatly beneficial for listed and quoted companies to be able to refer to an equivalent version of the Model Code. Companies with a former premium listing of equity shares had previously been required to comply with the Model Code, which restricted persons discharging managerial responsibilities (PDMRs) from dealing in the company’s securities at certain times. The intention is that listed and AIM companies should apply the group-wide dealing policy to PDMRs, their employees and their subsidiaries, to provide an introduction...

This precedent memorandum outlines the processes to be observed by a listed company and its subsidiaries when transacting in the company’s securities. Its aim is to support the company in meeting its duties under the UK Market Abuse Regulation (Assimilated Regulation (EU) 596/2014) and to confirm that appropriate systems and procedures exist to help persons discharging managerial responsibilities (PDMRs) and other staff within the company and its subsidiaries fulfil their responsibilities under the company’s Dealing Code and the UK Market Abuse Regulation. This precedent arises from an industry‑led creation of codes, guidance and best practice produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute), GC100, the Quoted Companies Alliance and other market participants. Additionally, the memorandum addresses dealing processes across the company and its subsidiaries, associated clearance requirements and potential refusal circumstances. Index No. Content Page Introduction [ page number ] Part A—General dealing requirements [ page number ] 1. Dealings by Restricted Persons [ page number ] 2....

Please be aware that this precedent is provided solely for information purposes and constitutes a memorandum outlining the full particulars of the Model Code formerly included in the Listing Rules, which applied to directors of companies holding a premium listing of equity shares on the Financial Conduct Authority’s Official List. The FCA removed the Model Code as a direct consequence of the implementation of Regulation (EU) No 596/2014 on market abuse (the Market Abuse Regulation), which took effect on 3 July 2016. For further information on the Market Abuse Regulation, see Practice Notes: Market Abuse Regulation (MAR)—essentials [Archived] and UK Market Abuse Regulation—level 2 and level 3 measures. From 3 July 2016, The Chartered Governance Institute (formerly ICSA: The Governance Institute), GC100, the Quoted Companies Alliance (QCA) and other market participants issued a guidance note together with a range of specimen dealing codes for use by listed and quoted companies. For additional information on these materials, see Practice Note: ICSA, GC100, QCA: Market Abuse Regulation (MAR)...