Corporate weekly highlights—23 March 2017

Welcome to the weekly highlights from the Lexis®PSL Corporate team for the week ending 23 March 2017, which provide news updates and a comprehensive list of dates for your diary. This week’s edition features: analysis of the green paper on Corporate Governance Reform, Reporting on Payment Practices and Performance Regulations 2017, Limited Liability Partnerships (Reporting on Payment Practices and Performance) Regulations 2017, ESMA’s newly published tables on compliance with the Market Abuse Reuglation guidelines, the FRC’s risk and viability reporting project, HM Treasury’s consultation on the powers of the Office for Professional Body Anti-Money Laundering Supervision, and news that the EU (Notification of Withdrawal) Bill has been given Royal Assent. 
This analysis is part of the Lexis®PSL Corporate team’s news offering. Some of the links require a LexisPSL subscription. If you are not a subscriber, you can take a free trial here.

Headlines (News updates & analysis)

Corporate governance

UK Corporate Governance—under review

With the government adopting a stern tone on the importance of good behaviour in the corporate world, the Financial Reporting Council (FRC) has begun a review that will help inform responses to the recent green paper on Corporate Governance Reform that seeks to address the issue. Stressing an increasing emphasis on transparency and reporting, and the spectre of shareholder concerns over executive pay, Eleanor Davison, of Fountain Court Chambers, presents an overview of what lies in store for companies and their lawyers.

For details see News Analysis, UK Corporate Governance—under review.

Payment practices

Reporting on Payment Practices and Performance Regulations 2017

The Reporting on Payment Practices and Performance Regulations 2017 have been updated. The regulations impose a reporting requirement on large companies to publish certain information each financial year about their practices, policies and performance in relation to paying suppliers.

Among other things, the changes set out: a duty on a qualifying company to publish, for each reporting period, information on its payment practices and policies in relation to qualifying contracts and its performance in relation to those practices and policies; that the information must be approved by a director of the qualifying company; which companies are qualifying companies; the reporting periods for which a qualifying company must publish information.

These changes come into force on 6 April 2017, and will cease to have effect on 6 April 2024.

For details see news, LNB News 02/02/2017 149.

Limited Liability Partnerships (Reporting on Payment Practices and Performance) Regulations 2017

The Limited Liability Partnerships (Reporting on Payment Practices and Performance) Regulations 2017 impose a reporting requirement on large limited liability partnerships in relation to their payment practices and policies and their performance by reference to those practices and policies.

The regulations will come into force on 6 April 2017 and are to cease to have effect on 6 April 2024.

For details see news, LNB News 02/02/2017 161.

Equity capital markets

ESMA finds full national compliance with MAR guidelines

The European Securities and Markets Authority (ESMA) has published two compliance tables indicating that all EU Member States comply or intend to comply with the MAR Guidelines for persons receiving market soundings (ESMA/2016/1477) and the MAR Guidelines on delay in the disclosure of inside information(ESMA/2016/1478).

The MAR Guidelines for persons receiving market soundings apply from 10 January 2017, and the MAR Guidelines on delay in the disclosure of inside information apply from 20 December 2016. Competent authorities from all Member States and Gibraltar have informed ESMA that they comply or intend to comply with the guidelines.

For details see news, LNB News 17/03/2017 156.

Reports

FRC seeks participants for risk and viability reporting project

The Financial Reporting Council (FRC) are seeking participants for a Financial Reporting Lab project on effective risk and viability reporting. The FRC have requested listed companies, investors and analysts indicate their interest by 21 April 2017.

The forthcoming project is intended to build on this report by exploring how companies can develop effective principal risk reporting and viability statement reporting to meet the needs of investors.

The project will commence in May 2017.

For details see news, LNB News 17/03/2017 102.

Money laundering

Views sought on powers for new anti-money laundering body

The mandate and powers of the new Office for Professional Body Anti-Money Laundering Supervision (OPBAMLS), including their power to monitor professional bodies’ activities, have been set out by HM Treasury for consultation.

HM Treasury is now 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.

Lawyers suggest that OPBAMLS will drive consistency across all sectors covered by the Money Laundering Regulations 2007. The deadline for responses to the draft powers is 26 April 2017.

For details see news, LNB News 16/03/2017 107.

Brexit related developments

Brexit Bill given Royal Assent

The EU (Notification of Withdrawal) Bill has been given Royal Assent. The Bill was passed by MPs and Peers on Monday 13 March 2017. The Brexit Secretary, David Davis said the government will invoke Article 50 by the end of March, which will allow it to ‘start our negotiations to build a positive new partnership with our friends and neighbours in the European Union’.

For details see news, LNB News 16/03/2017 129.

Dates for your diary

Date Subjects covered
24 March 2017 Deadline for the government's open call for evidence on the extent to which the identification doctrine is deficient as a tool for enforcement against larger companies. For further information, see LNB News 13/01/2017 90.
30 March 2017 Deadline for comments on FRC consultation on views on which corporate reporting issues it should research in the immediate future. Questions include whether the FRC should continue with its research activities at the current level, or increase or decrease the extent of its work in this area. For further information, see LNB News 09/12/2016 73.
31 March 2017 Equality Act 2010 (Specific Duties and Public Authorities) Regulations 2017 come into force. The regulations will impose specific duties, including gender pay gap reporting requirements, on certain public authorities, in order to enable the better performance by the authority of the public sector equality duty imposed by the Equality Act 2010. For further information, see LNB News 19/01/2017 136.
31 March 2017 Deadline for comments on FRC consultation on proposed amendments to FRS 101—Reduced Disclosure Framework. In the consultation paper, Financial Reporting Exposure Draft (FRED) 66, the FRC proposes limited amendments to FRS 101 in relation to IFRS 16 Leases. FRED 66 asks respondents whether they agree that qualifying entities should be required to continue to provide detailed analyses of leases. For further information, see LNB News 13/12/2016 97.
31 March 2017 The government will invoke Article 50 by this date. The EU (Notification of Withdrawal) Bill has been given Royal Assent. The Bill was passed by MPs and Peers on Monday 13 March 2017. For further information, see LNB News 16/03/2017 129.
1 April 2017 Rules that limit the tax deductions that large groups can claim for their UK interest expenses will come into force. These rules, contained in the Finance Bill 2017, will limit deductions where a group has net interest expenses of more than £2m, net interest expenses exceed 30% of UK taxable earnings and the group’s net interest to earnings ratio in the UK exceeds that of the worldwide group. For further information, see LNB News 23/11/2016 100 and Draft Finance Bill 2017—corporation tax loss relief.
3 April 2017 Deadline for comments on the Financial Conduct Authority's (FCA) proposed changes to PR 1.2.3R in anticipation of the Prospectus Regulation coming into force. These changes were proposed in the FCA's Quarterly Consultation Paper No. 16 (CP17/6). For further information, see LNB News 03/03/2017 145.
Further dates To look further ahead, see: Corporate horizon scanning—2017 and beyond.

Relevant Articles
Area of Interest