Corporate weekly highlights—27 April 2017

Welcome to the weekly highlights from the Lexis®PSL Corporate team for the week ending 27 April 2017, which provide news updates and a comprehensive list of dates for your diary. This week’s edition features: a corrigendum to the Market Abuse Regulation; Companies House’s 2017 to 2020 strategy; the Law Society’s response to a consultation on new money laundering regulations; the news that gender pay gap information can be accessed online; BPP Group’s review of the Best Practice Principles for shareholder voting research; and the news that Grant Thornton UK LLP are liable to fines and sanctions for professional negligence. This week we have also published eleven new Q&As.
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Headlines (News updates & analysis)

Equity capital markets

Corrigendum to Market Abuse Regulation RTS published in the Official Journal

A corrigendum to Commission Delegated Regulation (EU) 2016/958 of 9 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council (Market Abuse Regulation) with regard to regulatory technical standards for the technical arrangements for objective presentation of investment recommendations or other information recommending or suggesting an investment strategy and for disclosure of particular interests or indications of conflicts of interest has been published in the Official Journal.

The corrigendum relates to Commission Delegated Regulation (EU) 2016/958, art 6(1) on additional obligations in relation to the disclosure of interests or of conflicts of interest by persons referred to in Regulation (EU) No 596/2014, article 3(1)(34)(i).

For details see news, LNB News 27/04/2017 32.

Company administration

Companies House sets out strategy to 2020

Companies House (CH) has published its strategy for the period from 2017 to 2020. Plans to move to a digital service for major transactions and to tackle money laundering are two of the key issues outlined in the strategy. CH has separately issued its business plan for 2017/18 and details of revised anti-money laundering (AML) measures, which come into force on 26 June 2017.

For details see news, LNB News 20/04/2017 129.

Law Society voices concerns over proposed new money laundering regulations

The Law Society has published its response to a consultation by HM Treasury into transposing the EU's Fourth Money Laundering Directive into UK law. The Law Society state that although it supports the consultation's aim of ensuring the UK's anti-money laundering and counter-terrorist regime is effective and proportionate, the government must avoid imposing unnecessary burdens on legitimate businesses where there is no evidence of a material money laundering or terrorist financing risk in its transposition of an EU Directive on money laundering.

Among other things, the Law Society voiced concerns over: the need to ensure law firms’ pooled client accounts will ordinarily be considered low risk and subject to simplified due diligence by financial institutions; the requirement for some firms to appoint an individual at the level of 'the board of directors' or 'equivalent management body' to be responsible for the firm’s compliance with the regulations, despite the existing obligations to appoint a compliance officer for legal practice and a money laundering reporting officer; the extension of certain obligations to ‘agents’ in addition to employees; the process for approving ‘beneficial owners, officers and managers’ of firms undertaking work in the regulated sector; and the register of beneficial owners of trusts.

For details see news, LNB News 24/04/2017 112.

Gender pay gap information now available online

Members of the public are now able to see online what information companies have published in relation to their gender pay gap figures. It follows new regulations that require employers to publish their median and mean pay gap figures by April 2018. Employers must also publish the proportion of men and women in each quartile of the pay structure and the gender pay gaps for any bonuses paid out during the year.

For details see news, LNB News 24/04/2017 138.

Corporate governance

Review of Best Practice Principles for shareholder voting research

A review announced by the Best Practice Principles (BPP) Group Steering Group will examine the operation of the Best Practice Principles for shareholder voting research. The review aims to assess the implementation and content of the Best Practice Principles, to ensure they are achieving the original objectives, and to identify where there is scope to improve practice and transparency.

The review will consider: the structure and content of the Best Practice Principles; the form and frequency of reporting against the Principles; the process and criteria for providers to become signatories; and the oversight arrangements for monitoring and reviewing the Principles.

The review will be informed by: the views of investors, companies and other stakeholders; experience of implementing the Best Practice Principles since they were introduced in 2014; the December 2015 report on the development and implementation of the Principles by the European Securities and Markets Authority; and the revised EU Shareholder Rights Directive and regulatory developments in other markets since the Best Practice Principles were introduced.

A public consultation will be held in the summer of 2017.

For details see news, LNB News 24/04/2017 131.

Audit

Fines and sanctions for Grant Thornton over professional negligence in audit

Accounting and professional services firm Grant Thornton UK LLP (GT) and one of its retired partners, Robert Napper, have admitted misconduct following a Financial Reporting Council (FRC) investigation relating to the audits of the financial statements of AIM-listed company AssetCo plc for the financial years ended 31 March 2009 and 31 March 2010.

GT and Mr Napper have agreed to fines totalling £2,275,000 and £130,000 respectively, and other sanctions after admitting that their failings arose as a result of the significant and widespread lack of professional competence and due care in the performance of the audits.

For details see news, LNB News 24/04/2017 98.

Dates for your diary

Date Subjects covered
2 May 2017 Changes to Takeover Code and the Rules of the 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 makes 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 proposed miscellaneous changes by the Financial Conduct Authority (FCA) to the FCA Handbook (except those relating to PR 1.2.3R). The FCA has published Quarterly 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.
12 May 2017 Deadline for responses on the last two proposals in the FCA's fifth MiFID II consultation paper (CP17/8). For further information, see LNB News 31/03/2017 156.
14 May 2017 Deadline for responses to the FCA's discussion paper on the effectiveness of Primary Markets (DP17/2). This seeks feedback on how the UK primary capital markets can most effectively meet the needs of issuers and investors.
14 May 2017 Deadline for responses to the FCA's consultation paper on proposed technical enhancements to the Listing Rules (CP17/4). This considers improvements to FCA rules and guidance to ensure the Listing Rules continue to service the needs of issuers and investors.
15 May 2017 Deadline for responses to BEIS's call to evidence on proposals on the first public beneficial ownership register. BEIS has set out proposals for the world's first public beneficial ownership register to increase transparency of overseas investments in UK property. For further information, see LNB News 06/04/2017 54.
Further dates To look further ahead, see: Corporate horizon scanning—2017 and beyond.

Relevant Articles
Area of Interest