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Quoted companies (other than investment companies) This checklist sets out the UK Corporate Governance Code expectations on the composition of quoted company boards, together with best-practice guidance from leading institutional investor representative bodies. It also draws on guidance from the Quoted Companies Alliance for small and mid-size quoted companies, and from the Association of Investment Companies for investment companies. UK Listing Rules Companies listed in the equity shares (commercial companies) category should confirm in their annual report, on a ‘comply or explain’ basis and by reference to a chosen date within the accounting period, whether they meet the following board diversity targets on gender and ethnicity: a minimum of 40% of the board should be women at least one senior role—chair, CEO, senior independent director (SID) or CFO—should be held by a woman at least one director should be from a minority ethnic background Reference: UKLR 6.6.6. 2018 UKCG Code No less than half of the board,...
In its latest primary market bulletin on 15 November 2024, the FCA said companies may hold calls with smaller shareholders to provide a valuable chance to engage with managers, but cautioned that this carries a risk of revealing insider information. Such details are confidential or price-sensitive. The FCA highlighted that these risks can arise where a company has not issued an announcement through a regulated information service (RIS), such as the London Stock Exchange’s regulatory news service. This covers announcements a company makes outside the regular reporting requirements set by its disclosure guidance and transparency rules, known as DTR...
Are SIPs always appropriate? Because a share incentive plan (SIP) can deliver several kinds of award, it can suit a wide range of businesses and circumstances. Certain employers simply wish to allow staff to buy shares through the plan, whereas others aim to recognise performance by allocating free shares to employees. Another approach is to motivate take‑up by offering matching shares tied to the quantity employees acquire, linked to the number of shares purchased by each participant. Consequently, where an organisation is looking to broaden employee share ownership across its workforce, a SIP can be a sensible route, not least in light of possible tax benefits available under the plan. That said, the regime has tight rules and requires ongoing administration, so a SIP will not be the right fit for every business or situation...
This Resource Note collates commentary, analysis and sources to aid interpretation of, and give practical guidance on the application of, UKLR 8 of the UK Listing Rules, which addresses requirements for companies in the equity shares (commercial companies) category—also known as the commercial companies category—in relation to related party transactions (RPT)... Where relevant, it signposts: the Financial Conduct Authority (FCA) Handbook FCA guidance in its Knowledge Base—Procedural notes and Technical notes (which constitute formal guidance and are binding on the FCA) FCA consultation papers (CP), discussion papers (DP), policy statements (PS) and feedback statements Primary Market Bulletins and other publications of the FCA former UKLA technical and procedural notes and the UKLA’s newsletter List!, where still relevant to the interpretation or application of a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to interpretation of a provision Lexis+® UK Practical Guidance and Lexis+® Research resources UKLR 8—Setting the scene What...
Corporate governance comprises the frameworks, policies and procedures designed to steer and oversee a company. When a business embeds robust corporate governance policies, it tends to cultivate trust, transparency and accountability, and supports a fairer society by balancing the interests of all stakeholders. Sound governance is also thought to underpin strong corporate performance and help organisations nurture growth, long-term investments, financial stability and business integrity. The UKCG Code is a central pillar of the UK’s corporate governance regime. It is administered by the Financial Reporting Council (FRC). It sits at the heart of this governance framework. Evolution of the UKCG Code Following a series of high-profile corporate scandals, the Committee on the Financial Aspects of Corporate Governance was created in May 1991 to review UK corporate governance in relation to financial reporting and accountability. The committee, chaired by Sir Adrian Cadbury, issued its final report, The Financial Aspects of Corporate Governance, in December 1992; it is usually known as the Cadbury Report...