“It's hard to quantify, right now. But at a guess, I'd say it's probably more than 50% faster, at times. It's literally that quick. We've found to be an essential practical tool. We're very satisfied.”
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In this issue: Corporate governance Q&As Useful information Weekly highlights from other practice areas Corporate governance Quoted Companies Alliance publishes report on proxy advisers Following its survey of small and mid-cap companies (see: Share Incentives weekly highlights—25 July 2024), the Quoted Companies Alliance (QCA) has issued a report setting out the survey results, spotlighting difficulties companies encounter with the remit and conduct of proxy advisers and suggesting remedies. Firms pointed to tick-box, one-size-fits-all governance assessments and limited appreciation of individual circumstances. On pay, the report highlights uneven treatment across markets: the same adviser may urge votes against a UK-quoted company’s policy yet back US and European peers that routinely table higher remuneration, creating headaches for globally active businesses. The report further records worries that proxy adviser recommendations frequently overlook each company’s distinct profile, and that weak understanding—especially of executive remuneration arrangements—can strain the relationship between shareholders and their investee companies...
In this issue: Environment, social and governance issues Due diligence and disclosure Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Environment, social and governance issues Quoted Companies Alliance responds to FCA consultation CP26/5 The Quoted Companies Alliance (QCA) has filed its response to CP26/5, the Financial Conduct Authority’s consultation on the proposed UK Sustainability Reporting Standards (UK SRS). The initiative is designed to align listed companies’ sustainability disclosures with the International Sustainability Standards Board (ISSB) framework, with application anticipated from January 2027. While the QCA backs greater consistency and comparability in sustainability reporting, it cautions against regulatory creep. Although UK SRS one and two are intended for Main Market issuers, the QCA notes advisers and investors may treat them as a benchmark for AIM companies. It calls for proportionality, targeted exemptions for smaller issuers, clearer guidance on the comply or explain approach, and defined implementation timelines so organisations...
In this issue: Corporate governance Budgets, Autumn Statements and Finance Bills New content Useful information Dates for your diary Weekly highlights from other practice areas Corporate governance ISS-Corporate reviews UK 2025 AGM season amid new remuneration guidance ISS-Corporate, part of Institutional Shareholder Services, has issued its analysis of the 2025 AGM season across the UK and Ireland, noting heightened scrutiny of executive remuneration. This shift is influenced in part by the Investment Association’s updated Principles of Remuneration (October 2024) and the latest Quoted Companies Alliance (QCA) Corporate Governance Code, which now advises submitting the annual remuneration report to an advisory shareholder vote. Key observations included: Across the FTSE 350, remuneration policies continued to attract robust shareholder backing (with no policy failures in five years); nevertheless, three remuneration reports were rejected in 2025 due to concerns about unjustified salary uplifts, poor pay–performance alignment, and inappropriate application of discretion For AIM companies, uptake of...
The Quoted Companies Alliance (QCA) is an autonomous membership body advocating for the interests of small and mid-sized quoted businesses. A core objective is to foster high-quality corporate governance across quoted entities. On 13 November 2023, the QCA issued an updated edition of its corporate governance code (QCA Code), the first revision since 2018. The QCA Code distils essential aspects of sound governance and applies them in a way that is practical for the varied requirements of growing enterprises. Tailored to the differing needs of developing companies across various stages. Application Unlike the UK Corporate Governance Code (which applies to companies with a listing of equity shares in the equity shares (commercial companies) category, or the closed-ended investment funds category), the QCA Code is not confined to any defined class of company. In practice, however, it is most often adopted by small and mid-sized quoted companies, including those with shares admitted to trading on AIM. Moreover, in light of the government’s moves to encourage larger private companies to...
This archived Practice Note examined the principal issues for Corporate practitioners arising from the coronavirus (COVID-19) pandemic. It has not been revised since May 2022. General meetings and AGMs The coronavirus outbreak created immediate legal and practical challenges for companies intending to hold their annual general meeting (AGM) or other general meetings. For more information, see Practice Note: Coronavirus (COVID-19)—holding general meetings and AGMs. Latest guidance for company meetings in 2021 Chartered Governance Institute guidance for company meetings in 2021 On 24 February 2021, the Chartered Governance Institute (CGI) issued updated guidance (the 2021 Guidance), anticipating that general meetings would need to be conducted on a closed basis until at least 17 May 2021, and potentially until at least 21 June, due to the government’s ‘stay at home measures’. The 2021 Guidance was produced by a working group comprising the City of London Law Society Company Law Committee and Martin Moore QC With the support of the Department for Business, Energy...
The Share Incentives glossary This glossary gathers essential definitions for share incentives terminology and points to relevant resources. It is updated on an ongoing basis as we identify additional terms for inclusion, and currently covers the following: Accelerated vesting – Permits an employee to bring forward the standard vesting timetable under which they obtain access to share awards and/or shares. This commonly (though not always, and not exclusively) occurs on an ‘exit’ event. AIM – A securities market set up and operated by London Stock Exchange plc, launched on 19 June 1995. It enables smaller and medium-sized growth companies to float shares with lighter admission requirements and continuing obligations than the main regulated markets. Previously the Alternative Investment Market, it is now referred to simply as AIM. For further information on share scheme requirements and matters affecting an AIM-traded company, see Practice Notes: Share scheme issues for an AIM company and Continuing obligations of an AIM company. Annual general meeting (AGM) – A general...
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...
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)...