Corporate weekly highlights—20 April 2017

Welcome to the weekly highlights from the Lexis®PSL Corporate team for the week ending 20 April 2017, which provide news updates and a comprehensive list of dates for your diary. This week’s edition features: analysis of ICSA’s new terms of reference for audit committees; amendments to the Takeover Code and Takeover Appeal Board rules; the Takeover Panel’s decision to initiate proceedings against David King for failing to make a mandatory offer for Rangers International Football Club plc; and the FRC’s letter to investors on developments in financial reporting.
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Headlines (News updates & analysis)

Audit

ICSA's new terms of reference for audit committees—the changes in detail

In this analysis, Lexis®PSL Corporate gives a comprehensive summary of changes in ICSA’s latest version of its guidance and terms of reference for the audit committee.

ICSA: The Governance Institute has recently updated its guidance note and terms of reference for audit committees. Key changes affect the following terms: overlaps between committees, memberships, extensions of membership, electronic form, annual general meeting, financial reporting, narrative reporting, viability statement, internal audit, external audit, and risk management.

For details see News Analysis: ICSA's new terms of reference for audit committees—the changes in detail.

Public company takeovers

Panel amends Takeover Code, Takeover Appeal Board rules and Practice Statement 20

The Takeover Panel (Panel) has published two instruments amending the Takeover Code (Code). The amendments are minor in nature and were made without any formal consultation.

Instrument 2017/1 amends section 8 of the Introduction to the Code in order to remove any overlap with the Rules of the Takeover Appeal Board, which have also been updated.

Instrument 2017/2 amends Sections 3(a)(i) and (ii) of the Introduction to the Code to clarify the application of the Code to companies whose securities are admitted to trading on a multilateral trading facility. Instrument 2017/2 also amends Appendix 7 (Schemes of arrangement) to reflect the abolition by the UK Government of takeovers implemented by cancellation schemes of arrangement.

These changes take effect on 2 May 2017.

The Panel has also amended Practice Statement 20. The changes are intended to offer more clarity on the rules and again were not the subject of any formal consultation. The amendments deal with the requirement to consult with the Executive before more than six parties are approached about an offer or possible offer. The amendments also deal with the requirements under Rule 20.2 of the Code where a meeting takes place with a shareholder (or other relevant person) before an offer period begins and the meeting relates to the possible offer (or would not be taking place but for the possible offer).

For details see news, LNB News 13/04/2017 40 and LNB News 13/04/2017 39.

Panel initiates proceedings against David King in relation to Rangers FC

The Panel has initiated proceedings in the Court of Session, Edinburgh, under section 995 of the Companies Act 2006, against Mr David Cunningham King seeking an order requiring Mr King to make a mandatory offer for Rangers International Football Club plc (Rangers).

Earlier in 2017, the Takeover Appeal Board directed that Mr King should announce a Rule 9 compliant offer for all of the Rangers shares not already held by him and members of his concert party by 12 April 2017.

For details see news, LNB News 13/04/2017 41.

Reports

FRC writes to investors highlighting developments in financial reporting

A letter has been sent by the Financial Reporting Council (FRC) to investors ahead of the 2017 shareholder meeting season in order to highlight recent developments in reporting.

The FRC's letter emphasises the purpose of a company's annual report and specifically sets out developments regarding the strategic report, governance reporting, the audit committee report and financial statement disclosures. It also invites investors to give general or specific feedback on the quality of corporate reporting.

For details see news, LNB News 13/04/2017 60.

Date Subjects covered
21 April 2017 Deadline to register interest in Financial Reporting Lab project on effective risk and viability reporting. The Financial Reporting Council have requested listed companies, investors and analysts indicate their interest. For further information, see LNB News 17/03/2017 102.
26 April 2017 Deadline for comments on the consultation on draft powers for the new Office for Professional Body Anti-Money Laundering Supervision. HM Treasury is seeking further views on the mandate and powers for the new office, as well as how the regime could evolve over time, especially in the legal and accountancy sectors, and how certain shortcomings could be addressed. For further information, see LNB News 16/03/2017 107.
2 May 2017 Changes to Takeover Code and Takeover Appeal Board take effect. The Panel has published two instruments making minor amendments to the Takeover Code. Instrument 2017/1 amends section 8 of the Introduction to the Takeover Code and other minor amendments and Instrument 2017/2 makes changes in relation to schemes of arrangement, multilateral trading facilities and other miscellaneous amendments. It has also amended the Rules of the Takeover Appeal Board. For further information, see LNB News 13/04/2017 40.
3 May 2017 Deadline for comments on Financial Conduct Authority's (FCA) proposed miscellaneous changes to the FCA Handbook (except those relating to PR 1.2.3R). The FCA has publishedQuarterly Consultation Paper No. 16 (CP17/6), in which it is proposing to make changes to, amongst other things, the Market Conduct sourcebook (MAR) relating to ESMA’s guidelines on commodity derivatives, the Prospectus Rules (PR) 1.2.3R in anticipation of the Prospectus Regulation coming into force and minor amendments to the Listing Rules (LR) Appendix 1, PR Appendix 1 and the Glossary and the Recognised Investment Exchanges sourcebook (REC) 3.9 and MAR 5.6 and minor amendments to REC 2.3. For further information, see LNB News 03/03/2017 145.
Further dates To look further ahead, see: Corporate horizon scanning—2017 and beyond.

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