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Practice notes
A guide to share purchase agreementsThis Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited...
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19th May
Practice notes
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
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19th May
Practice notes
Tailoring a shelf companyA person wishing to set up a new company has the following options:•they can incorporate a new company in accordance with the...
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19th May
Practice notes
Alternate directorsThis Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and...
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19th May
Practice notes
Non-executive directors—independenceThe concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board...
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Produced in partnership with Advanced Boardroom Excellence 19th May
Practice notes
G20/OECD Principles of Corporate GovernanceThis Practice Note discusses the Principles of Corporate Governance (Principles) published by the Group of...
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Produced in partnership with Professor Brenda Hannigan of University of Southampton 19th May
Practice notes
The Prospectus Regulation—key changes in comparison to the Prospectus Directive regimeThis Practice Note provides an overview of the implementation of...
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19th May
Q&As
Can a capital contribution/gift by a shareholder be treated as distributable reserves?The issue is whether capital contributions or gifts by a...
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Produced in partnership with Brenda Hannigan of Southampton University 19th May
Practice notes
The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...
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Produced in partnership with Mr Darragh Connell of Forum Chambers 19th May
Practice notes
Sub-division and consolidation of sharesIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period...
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19th May
Practice notes
Insider listsThis Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope...
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19th May
Practice notes
General meetings—notice requirements for private and unlisted public companiesA general meeting must satisfy certain requirements set out in the...
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19th May
Practice notes
Notifying changes in share capital to Companies House—statement of capitalCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some...
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19th May
Q&As
Will a redesignation of shares constitute a variation of class rights?A redesignation of shares involves a change in the name of some or all of a...
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Produced in partnership with Julian Henwood of Gowling WLG 19th May
Q&As
What is the process for a redesignation of shares?This Q&A examines how a company may carry out a redesignation of shares, meaning a change in the...
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19th May
Practice notes
Financial assistance—a quick guideThe Companies Act 2006 (CA 2006) prohibits: •a public company (or its subsidiary) from giving financial assistance...
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19th May

Most recent Boards and committees content

Practice notes
2018 UK Corporate Governance Code—Section 1—Leadership and purposeThis Resource Note outlines the main provisions of Section 1 (Leadership and...
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3rd Sep
Practice notes
The Chartered Governance Institute guidance on directors' general dutiesThis paper, dated August 2020, was produced by The Chartered Governance...
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1st Sep
Practice notes
Effectiveness—the board evaluation processThis Practice Note summarises the board evaluation process and looks at what’s involved, why it’s done,...
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Produced in partnership with Helen Pitcher of Advanced Boardroom Excellence 25th Aug
Precedents
The Chartered Governance Institute schedule of matters reserved for the boardCGI’s sample matters reserved for the board, reproduced in this precedent...
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12th Aug
Precedents
The Chartered Governance Institute sample due diligence questions for prospective non—executive directorsCGI’s sample due diligence questions for...
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12th Aug
Precedents
The Chartered Governance Institute guidance—a sample non-executive director’s appointment letterThis document has been reproduced by kind permission...
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12th Aug
Precedents
The Chartered Governance Institute model terms of reference—audit committeeThis document has been reproduced by kind permission of The Chartered...
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12th Aug
Precedents
The Chartered Governance Institute model terms of reference—executive committeesThis document has been reproduced by kind permission of The Chartered...
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12th Aug
Precedents
The Chartered Governance Institute model terms of reference—nomination committeeThis document has been reproduced by the Chartered Governance...
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12th Aug
Precedents
The Chartered Governance Institute model terms of reference—remuneration committeeCGI’s model terms of reference, reproduced in this Precedent...
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12th Aug
Practice notes
Appointment and re-election of directors—UK listed companies—corporate governance aspectsThe UK Corporate Governance Code (UKCG Code) of the Financial...
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Produced in partnership with Advanced Boardroom Excellence 12th Aug
Practice notes
Company secretary—role, responsibilities and liabilitiesDefinitionA public company must have a company secretary (as required by section 271 of the...
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12th Aug
Practice notes
The remuneration committeeThe UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) is the benchmark for good governance...
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12th Aug
Practice notes
The audit committeeThe UK Corporate Governance Code (UKCG Code), which is issued and administered by the Financial Reporting Council (FRC) is the...
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12th Aug
Practice notes
2018 UK Corporate Governance Code—Section 3—Composition, succession and evaluationThis Resource Note outlines the main provisions of Section 3 of the...
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12th Aug
Practice notes
Directors' duties—a quick guideDirectors, and in some cases shadow directors, owe numerous duties to a company. Many of those duties have been...
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12th Aug
Practice notes
The nomination committeeThe UK Corporate Governance Code (UKCG Code), which is issued and administered by the Financial Reporting Council (FRC) is the...
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12th Aug
Practice notes
Diversity in the boardroomSince the report on the recommendations of the government-backed review by Lord Davies of Abersoch of gender diversity on...
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12th Aug
Practice notes
Corporate governance—glossary of termsAABISee Association of British Insurers.Association of British InsurersA trade association of the UK insurance...
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12th Aug
Practice notes
Non-executive directors and the listed company board—corporate governance roles and responsibilitiesThe non-executive director (NED) is not a...
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12th Aug

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