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The ICSA: The Governance Institute has published guidance for those in companies dealing with data, to ensure a smooth transition following the coming into force of the upcoming EU General Data Protection Regulation, Regulation (EU) 2016/679 (GDPR). The guidance both provides an overview of the new legal landscape and highlights strategic and practical considerations raised by the new regulation.
The guidance divides the upcoming legislation into three areas: data basics, dealing with individuals and governance and risk management.
For further information, see LNB News 06/11/2017 80.
The Investment Association (IA) has published the 2017 update of its ‘principles of remuneration’ document (remuneration principles) and, in advance of the 2018 AGM season, highlighted certain items of focus.
The remuneration principles set out IA members’ views on the role of shareholders and directors in relation to remuneration and the manner in which remuneration should be determined and structured. They aim to provide a guide to shareholder expectations and good practice for companies with a main market listing but are also relevant to companies on other public markets, such as AIM, and other entities.
The remuneration principles contains three principles (the principles), which concern remuneration policies, remuneration structures, and levels of remuneration. The principles are then supported by guidance to help remuneration committees apply the principles and ensure a proper level of shareholder protection. The guidance consists of sections which provide general guidance, guidance on fixed remuneration, and guidance on variable remuneration.
For further information, see LNB News 03/11/2017 96.
The City of London Law Society has updated its set of Q&As on Regulation (EU) 596/2014—the Market Abuse Regulation (MAR). The update takes into account the European Securities and Markets Authority’s revision of its MAR Q&As published on 6 July 2017, and expands, at question 7, on the definitions in practice of a ‘person closely associated’ and a ‘person discharging managerial responsibilities’.
The Q&As set out suggested approaches to implementing certain aspects of the Regulation, and were prepared by the City of London Law Society and Law Society Company Law Committees’ joint working parties on market abuse, share plans and takeovers code.
For further information, see LNB News 02/11/2017 45.
The facts of the present case did not justify piercing the corporate veil of a limited company. So held the Board of the Privy Council (the Board), in allowing an appeal by the appellant director and shareholder of the company against a decision in which the Court of Appeal in Trinidad and Tobago had upheld the decision, at first instance, that the appellant was liable, under a lease of premises to the company, for the company's failure to pay rent and for its breaches of covenant. The Board re-emphasised that piercing the veil was only justified in very rare circumstances and held, among other things, that the appellant had not given any sort of assurance that he would personally take the lease, and, further, that the fact that the company was a 'one man company' was irrelevant.
For further information, see Persad v Singh
The Law Society Company Law Committee has responded to a consultation published by the Financial Reporting Council (FRC) seeking views on its draft amendments to guidance on the strategic report. The draft amendments are a result of requirements of the EU Non-Financial Reporting Directive (NFRD), with the objective of helping investors, consumers, policy-makers and other stakeholders to evaluate the non-financial performance of large companies, and encouraging these companies to develop a reasonable approach to business.
The Law Society’s response to the FRC’s proposals includes a recognition of the importance of a well-written strategic report in informing members of a company and helping them assess how directors have performed their duty under CA 2006, s172.
For further information, see LNB News 08/11/2017 83.
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We have published an updated practice note considering the obligation of an issuer within the scope of Market Abuse Regulation (EU) No 596/2014:
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