Relations with shareholders

Effective engagement between a company and its shareholders is viewed as an increasingly important aspect of corporate governance. It is thought to help improve long-term returns to shareholders and result in the efficient exercise of a company’s responsibilities.

A company with a listing of equity shares in the equity shares (commercial companies) category should have regard to the principles and provisions of the UK Corporate Governance Code (UKCG Code) concerning relations with its shareholders. Its shareholders may also wish to consider the principles of the UK Stewardship Code.

The UKCG Code and the UK Stewardship Code are each administered by the Financial Reporting Council (FRC). Their principles and provisions are supported by best practice guidelines, some published by the FRC itself and some by independent bodies, such as the Chartered Governance Institute (CGI).

For a detailed consideration of the regulation of, and guidance on, relations between companies listed in the commercial companies category and their shareholders, see Practice Note: Engagement with shareholders.

UKCG Code and FRC guidance on board effectiveness

The UKCG Code applies to companies listed in the commercial companies category whether in the UK or overseas.

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High Court clarifies position of sole directors under Model Articles and the interaction between UK sanctions regulations and in-court appointment of administrators (Re KRF Services (UK) Ltd and others)

Restructuring & Insolvency analysis: This High Court case (which addresses two important issues in UK company law and sanctions regulations) will be of interest to insolvency practitioners, corporate and restructuring lawyers, sanctions lawyers, and businesses and individuals which are affected by sanctions. Firstly, it clarifies the position of sole directors under the Model Articles for private limited companies. The court ruled that a sole director can validly pass board resolutions and bind the company, regardless of whether they have always been the sole director or were previously part of a multi-member board. This interpretation resolves conflicts between Article 7(2) and Article 11(2) of the Model Articles, with the court favouring Article 7(2)'s provisions. Secondly, the case examines the interaction between UK sanctions regulations and the in-court appointment of administrators. The court determined that making an administration application and order does not breach asset-freezing sanctions, even when the company is designated or controlled by a sanctioned person. While an Office of Financial Sanctions Implementation (OFSI) license is typically required for administrators to act, the court retains discretion to make immediate appointments in urgent situations. Written by Joshua Ray and Duncan Henderson, partners at CANDEY, which acted for the applicants on this matter.

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