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SBP LawAccess all documents on Nomination committee
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 A new UK Listing Rules sourcebook commenced to deliver these reforms and the former Listing Rules sourcebook was withdrawn.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 It references rules, provisions and definitions that may have been repealed or altered, including legislation and regulation that applied before the UK left the European Union...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...
This Checklist summarises the UK Corporate Governance Code requirements relating to the composition of the nomination committee of quoted companies together with best practice guidelines of major institutional investor representative bodies UK Corporate Governance Code (UKCG Code) Most members of the nomination committee should be independent non-executive directors. The company chair should not preside over the nomination committee when it is considering the appointment of their successor. Reference: 2018 UKCG Code, Provision 17; 2024 UKCG Code, Provision 17 Institutional Shareholder Services Inc (ISS) A majority of the nomination committee should comprise independent non-executive directors. No fewer than half of the committee’s members should be independent. For AIM-listed companies, and other quoted companies outside the FTSE 350, FTSE SmallCap and FTSE Fledgling indices, at least half of the nomination committee should be independent. Source: UKCG Code; ISS...
Dated May 2022, this guidance was issued by The Chartered Governance Institute (previously known as ICSA: The Governance Institute) (CGI) to...
The Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024 set out a refreshed framework for taking decisions across all insolvency processes. The granular rules on decision-making are contained in IR 2016, SI 2016/1024, Pt 15. This Practice Note addresses the practical steps for forming a liquidation committee and explains the general creditors’ decision-making in liquidation. In reality, a liquidation committee carries considerable weight where cases are sizeable and complex. The liquidation committee Liquidators must obtain decisions by deemed consent or through a qualifying decision procedure. Physical meetings are permissible only when the relevant minimum number of creditors so request under section 246ZE of the Insolvency Act 1986 (IA 1986), though creditors may call for one before the notice of deemed consent or qualifying decision procedure is sent. In a creditors’ voluntary liquidation, creditors will be asked to determine if a liquidation committee should be created and to put forward nominees for committee membership at the same time as the directors seek their nomination of a liquidator,...
STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, removing the premium and standard listing segments and introducing one unified category for equity shares issued by commercial companies, as part of a significant restructuring of the regime. This commercial companies category is strongly disclosure-led and sits beside other listing buckets, including the shell companies, secondary listing and closed ended investment fund categories too. A new UK Listing Rules sourcebook took legal effect to deliver these changes, while the preceding Listing Rules sourcebook was withdrawn. For more details, consult Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note mirrors the regime as it stood before 29 July 2024, in practice. In addition, this Practice Note cites an earlier iteration of the UK Corporate Governance Code, rather than the current edition released on 22 January 2024 for general reference. For more information, see Practice Note: The UK Corporate Governance Code. Since the 2008 financial crisis and several high-profile corporate collapses, attention in...
Stop press: The Data (Use and Access) Act 2025 (Commencement No 6 and Transitional and Saving Provisions) Regulations 2026, SI 2026/82 now bring into operation the remaining provisions of the Data (Use and Access) Act 2025 (DUAA 2025). Provisions concerning subject access requests, legitimate interests, purpose limitation, automated decision-making, international transfers and enforcement come into force with effect from 5 February 2026, and those dealing with penalty notices and complaints come into force from 19 June 2026. For further detail, see Practice Note: Data (Use and Access) Act 2025—employment implications. This Precedent will be updated shortly to take account of these changes. [ To be typed on the Company’s headed notepaper, including the company number ] Private & Confidential [ Enter name and address of director ] [ Enter date ] Dear [ enter name ], [ insert name of company ] ( the Company ) I am delighted to confirm that, on [ insert date ], the Company’s board of directors...