Institutional investor meaning

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... ...

ARCHIVED: This document is archived and is no longer being updated. Regulation (EU) 2017/2402 (the EU Securitisation Regulation) took effect on 18 January 2018 and has applied across the EU since 1 January 2019. From IP completion day (31 December 2021), Assimilated Regulation (EU) 2017/2402 (the UK Securitisation Regulation) has applied in the UK. This Checklist describes the due diligence, risk assessment and ongoing monitoring duties that apply to institutional investors in: the EU, under the EU Securitisation Regulation; and the UK, under the UK Securitisation Regulation. For general information on the EU and UK securitisation regimes, see Practice Notes: UK Securitisation Regulation—essentials [Archived], UK regulatory capital treatment of securitisations under CRR and Solvency II and Legislation guide for transactional lawyers—UK Securitisation Regulation [Archived], the STS securitisation criteria—checklist [Archived] and the EU and UK Securitisation Regulations—timeline [Archived]. Note that the UK government is undertaking reform of the UK securitisation regime that will lead to the repeal of the UK Securitisation Regulation....

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...

England & Wales—clarifying the Boundaries of State Attribution (Republic of Korea v Elliott Associates, LP) Republic of Korea v Elliott Associates, LP [2026] EWHC 368 (Comm) What are the practical implications of the case? Foxton LJ construed the Treaty by applying the method in the Vienna Convention on the Law of Treaties 1969 (VCLT). Under Article 31, interpretation must have regard to any relevant rules of international law governing relations between the parties. The parties accepted that this covered the principles of international law set out in the draft articles on Responsibility of States for Intentionally Wrongful Acts and the International Law Commission’s accompanying commentary (the ‘ILC Articles’ and ‘ILC Commentary’). A key issue was whether the NPS qualified as an organ of the Korean State. If it did, Article 4 of the ILC Articles would attribute all of its conduct to the State. Foxton LJ determined that the NPS, as a corporate entity, was not a de jure State organ, in light of its distinct...

In this issue: Arbitration in England and Wales International arbitration Investment treaty arbitration Institutional and ad hoc arbitration Sector-and industry-specific arbitration New and updated content Useful information LexTalk®Arbitration: a Lexis®Nexis community Daily and weekly news alerts Arbitration in England and Wales Court restricts document disclosure under the Arbitration Act 1996 In VXJ v FY [2025] EWHC 2394 (Comm), the Commercial Court (King’s Bench Division) refused an application under sections 43 and 44 of the Arbitration Act 1996 by which the claimant tried to obtain documents from the second and third defendants. The applicant sought either witness summonses pursuant to section 43 or, alternatively, an order under section 44(2)(c) to copy documents. The court found the applications were, in essence, impermissible disclosure bids, not tightly confined summonses for specific materials genuinely needed in the arbitration. It also held that neither section provides for non-party disclosure, and that the broad, category-based requests amounted to an inadmissible...

In this issue: Arbitration in England & Wales International arbitration Institutional and ad hoc arbitration Other arbitration and ADR-related news and developments LexTalk®Arbitration: a Lexis®Nexis community Daily and weekly news alerts Useful information Arbitration in England & Wales CAFI - Commodity & Freight Integrators DMCC v GTCS Trading DMCC The significant ruling in CAFI - Commodity & Freight Integrators DMCC v GTCS Trading DMCC [2025] EWHC 1350 (Comm) has been issued. The Commercial Court upheld the buyer’s (CAFI) challenges to a GAFTA Appeal Award under ss 67 (substantive jurisdiction), 68 (serious procedural irregularity) and 69 (appeal on a point of law) of the English Arbitration Act 1996. GTCS, as seller of a shipment of Russian milling wheat, had pursued arbitration seeking damages against CAFI for alleged breaches of two contracts. That claim failed at first instance but succeeded before the GAFTA Appeal Board. The court concluded that the Appeal Board was wrong to hold it lacked...

This Practice Note provides an introduction to the overall structure of the United Nations Commission on International Trade Law Arbitration Rules (the UNCITRAL Rules). The UNCITRAL Rules occupy a significant role in contemporary arbitration practice. They are crafted for ad hoc international commercial arbitrations—proceedings not administered by an arbitral institution and, typically, not conducted under that institution’s rules. The Rules may likewise be employed in investor–state arbitrations commenced under a treaty, such as a bilateral investment treaty, where the treaty permits arbitration conducted under those rules. Unless the parties stipulate otherwise, the UNCITRAL Rules govern arbitration agreements concluded on or after 15 August 2010, ie the date the revised Rules took effect. The earlier 1976 UNCITRAL Rules continue to apply to all arbitration agreements entered into before that date. Both the 1976 and 2010 UNCITRAL Rules are separate from UNCITRAL’s Model Law on International Commercial Arbitration, adopted in 1985 and revised in 2006, which has been adopted (often with modifications) by more than 50 jurisdictions—see Practice Note: The UNCITRAL...

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...

ARCHIVED : This Practice Note has been archived and is not maintained. The government set out a series of actions in response to the coronavirus (COVID-19) emergency. For more information, see the following Practice Notes: Coronavirus (COVID-19)—tax implications [Archived] Coronavirus (COVID-19)—key issues for Corporate lawyers This Practice Note offers a high-level overview of how the coronavirus situation affected executive remuneration and monitors updates issued by the government and the principal institutional investor organisations. For wider coverage of the impact on share plans, refer to Practice Note: Coronavirus (COVID-19) impact on share schemes. For broader background on the leading institutional investor bodies, see Practice Notes: Directors’ remuneration—institutional investor guidelines and Comparison of UK Corporate Governance remuneration principles. The coronavirus job retention scheme and the Job Support Scheme (JSS) The Coronavirus Job Retention Scheme (CJRS), first announced on 20 March 2020, supported UK employers through grants to help them continue paying up to 80% of salary for unworked hours (capped at £2,500...

Add the following new clauses 11.4 to 11.8: Subject to clause 11.5, after Completion and notwithstanding this Agreement or the Articles, [ insert names of original investor/s ] (Syndicator) may transfer to any Syndicatee any Investor Shares [ and/or any Loan Notes ]. All other Parties consent and shall, so far as able, use their Company rights (as Shareholder and/or director) to give effect. Syndication proceeds only if: the Syndicator consults in good faith with the Board on the Syndicatee, where practicable (no veto); and the Syndicatee is a [ venture capital OR institutional investor ] [ who is a full member of either the British Private Equity & Venture Capital Association or of the European Private Equity & Venture Capital Association ]. The Company bears reasonable Syndication costs. The Syndicatee confirms it has not relied on any information, advice, appraisal or investigation by/for the Syndicator, will assess matters itself, has no fiduciary...