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ARCHIVED: This archived checklist outlines the ways in which the 2016 iteration of the UK Corporate Governance Code varied from the 2014 UK Corporate Governance Code. It is not updated and is supplied for background purposes only. Checklist—2014 UKCG Code and 2016 UKCG Code compared In April 2016, the Financial Reporting Council issued a fresh edition of the UK Corporate Governance Code (the 2016 UKCG Code) to incorporate changes arising from Regulation (EU) 537/2014 (EU Audit Regulation), Directive 2014/56/EU (Statutory Audit Amending Directive) and the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 (Statutory Audit Services Order). The 2016 UKCG Code applied to companies with accounting periods starting on or after 17 June 2016. This table sets out how the 2016 UKCG Code diverged from the text issued in 2014 (the 2014 UKCG Code); differences are shown using italics (inserted wording) and square brackets (removals): Provision 2014 UKCG Code 2016 UKCG Code Preface Language specific to...
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 A new UK Listing Rules sourcebook commenced to deliver these reforms and the former Listing Rules sourcebook was withdrawn.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...
Under Irish legislation, each company is required to have its financial statements examined by a statutory auditor, except where it qualifies for, and uses, an exemption. Until recently, per section 363 of the Companies Act 2014 (Ireland) (CA 2014 (IRL)), a company that did not submit its annual return within 56 days of its annual return date forfeited the ability to rely on this exemption for the subsequent two years, effectively as a sanction for late filing...
EU financial services developments Commission publishes draft amendment to MAR level 2 measure The European Commission has released a draft modification to Commission Delegated Regulation (EU) 2016/522, a level 2 instrument under Regulation (EU) 596/2014 (MAR). Feedback is invited until 14 January 2026. The proposal would amend Delegated Regulation (EU) 2016/522 to: create a list of designated trading venues to implement the order data exchange mechanism in Article 25a of MAR for shares; and revise Annex II on practices outlining indicators of market manipulation, reflecting technological advances such as algorithmic trading, and correcting several erroneous cross-references Source: Consultation: Clarifications to the indicators of market manipulation and definition of scope of new order data exchange mechanism Council of EU and European Parliament agree Retail Investment Strategy measures The Council of the EU and the European Parliament have announced agreement on a directive amending MiFID II, Solvency II, the UCITS Directive and AIFMD, and on a regulation amending the PRIIPs Regulation....
In this issue: Audit Directors and company secretaries Nature of membership Share purchase agreement Corporate governance Equity capital markets EU developments Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Audit FRC introduces revised approach to audit supervision The Financial Reporting Council (FRC) has set out an updated model for supervising audits, aimed at supporting a high quality, resilient and trusted UK audit market and profession, and has also issued a policy statement explaining how the new regime will function. This represents a development of the FRC’s supervisory framework. The FRC states the approach is designed to deliver a more proportionate, effective and integrated system of oversight, reflecting shifts in the audit market and the wider ecosystem. See: LNB News 25/03/2026 51. Directors and company secretaries Gardner Aerospace Holdings Ltd v Upton [2026] EWHC 555 (Ch) The High Court found that...
STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) secured Royal Assent on 26 October 2023. Its objective is to strengthen corporate transparency in the UK, primarily via Companies House reform and amendments to provisions of the Companies Act 2006. The Act also looks to modernise the regime for limited partnerships and confer stronger powers to address economic crime. ECCTA 2023 will be commenced in stages. Several provisions commenced on 4 March 2024 and may affect this content. For further details, see Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023—tracker, especially the legislation and consultation tracker. Rules and guidance The statutory requirements for the annual accounts of limited liability partnerships (LLPs) that meet the micro-entity threshold (a subset of small LLPs) are contained in: Part 15 of the Companies Act 2006 (CA 2006) The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008,...
The Companies Act 2006 (CA 2006) provides comprehensive rules governing how a company prepares its annual accounts. Through the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (the 2008 Regulations), selected elements are extended to limited liability partnerships (LLPs), with suitable adaptations. The Limited Liability Partnerships, Partnerships and Groups (Accounts and Audit) Regulations 2016, SI 2016/575 (the 2016 Regulations) introduced a range of amendments to the accounting framework for LLPs and qualifying partnerships. Further alterations affecting LLPs and other bodies were made by the Statutory Auditors Regulations 2017, SI 2017/1164. In most cases, the changes take effect for LLPs with financial years commencing on or after 17 June 2016; however, the stricter conditions on the small LLPs’ exemption from preparing group accounts apply to periods starting on or after 1 January 2017. This Practice Note, read alongside Practice Note: LLP Accounts—an outline of the statutory framework, distils the key obligations contained within these statutory provisions...
Rules and guidance The principal rules on publishing and laying a company’s annual accounts and reports appear in Part 15 of the Companies Act 2006 (CA 2006). For these purposes, a company’s annual accounts and reports comprise: the annual accounts the directors' report the strategic report (unless the company is not obliged to prepare one) the directors' remuneration report, which may include a directors’ remuneration policy, and any separate corporate governance statement not included in the directors' report (for a quoted company) the auditor’s report on the accounts, the directors’ report, the strategic report, the auditable part of any directors’ remuneration report and any separate corporate governance statement (unless the company qualifies for audit exemption) Certain statutory requirements governing publication and laying differ according to whether the company is public or private, and whether it is quoted or unquoted. Quoted companies cover UK companies with shares listed in the UK or in another EEA state; AIM companies do...
The Schedule 1 Definitions 1.1 In this Schedule: Adequate Procedures – must be interpreted in line with BA 2010 and any guidance issued under it; Associated Person – means any or all of: (a) the officers, employees, agents, subcontractors, subsidiaries, and individuals Associated With a party (Associates); and (b) persons Associated With any of those Associates, in every instance engaged in carrying out services for, or on behalf of, that party, the Services, and/or this Agreement; and Associated With – where used: (a) in paragraph 2 and in relation to bribery, is to be construed in accordance with BA 2010 and guidance issued under it; (b) in paragraph 4 and regarding the facilitation of tax evasion, is to be construed in accordance with Part 3 of CFA 2017 and guidance issued under it; (c) in paragraph 5 and as regards fraud, is to be construed in accordance with Part 5 of ECCTA 2023 and guidance issued under it; BA 2010 – means the...
1 Prevention of fraud For the purposes of this clause 1: the terms ‘Associated With’, ‘Fraud Offence’ and ‘Prevention Procedures’ shall be interpreted in accordance with Part 5 of the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) and any guidance issued under it; Corporate Failure to Prevent Fraud Offence means an offence under section 199 of ECCTA 2023 [ together with any other applicable United Kingdom laws, legislation, statutory instruments and regulations relating to failure to prevent fraud ] [ and any similar or equivalent laws in any other relevant jurisdiction [ including [ specify ] ] ]; Policies means the Customer’s anti‑fraud policies as set out in Schedule [insert], as amended by the Customer and communicated to the Supplier from time to time; Supplier Associated Person means all or any of the following: the Supplier’s officers, employees, agents, subcontractors, subsidiaries, and persons Associated With the...