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GLOSSARY

Corporate governance definition

Published by a LexisNexis Share Incentives expert

What does Corporate governance mean?

This is the principle of shareholders taking more than just a simple financial interest in their shareholdings.

The rise of the institutional shareholder, especially the pension fund shareholder, has meant that the balance of power between shareholder and management has tended to swing in favour of shareholders. Corporate governance principles are often expressed in customer agreements, eg investment management agreements which may require the investment manager to consider shareholders' votes when they can. Much of the grounds rules of corporate governance are set down in the UK Corporate Governance Code (formerly Combined Code).

Pensions

This is the principle of shareholders taking more than just a simple financial interest in their shareholdings.

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Listing requirements and continuing obligations—premium listing and standard listing—prior to 29 July 2024

Listing requirements and continuing obligations—premium listing and standard listing—prior to 29 July 2024 A significant restructuring of the UK listing regime came into effect on 29 July 2024 which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories. The UK Listing Rules sourcebook came into force to implement the changes and the Listing Rules sourcebook was revoked. For further information see Practice Note: Reform of the UK listing regime—fundamentals. This checklist reflects the listing regime prior to 29 July 2024 and has been retained for reference purposes. This checklist compares the listing requirements and key continuing obligations that previously applied to a commercial company with a listing of equity securities on the premium and standard listing segments prior to 29 July 2024. Requirements for listing—prior to 29 July 2024...

Intra-group reorganisation (by share sale)─checklist

Intra-group reorganisation (by share sale)─checklist This Checklist summarises the key steps involved in an intra-group reorganisation by sale of shares of an English-incorporated company to another English-incorporated company and highlights certain issues which may arise for the company as a result of such process. This Checklist does not claim to be exhaustive, as the issues that arise in connection with an intra-group reorgnisation by share sale and the steps involved in the process will vary from one transaction to the next. For a summary of the key issues involved in an intra-group reorganisation by way of an asset sale, please refer to: Intra-group reorganisation (by asset sale)─checklist. Consideration of a corporate reorganisation may also require specialist assistance in property, employment, pensions, intellectual property, information technology, finance and tax matters. Please consider obtaining further guidance on these areas. For further information, see Practice Notes: IP and IT aspects of intra-group reorganisations and Intra-group reorganisations and pensions. Issue Guidance Determining the reorganisation structure and other preliminary considerations (general) Asset purchase or...

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Corporate governance: horizon scanning—2017 [Archived]

This archived Practice Note summarised the key developments that were expected to impact the corporate governance regime during 2017. It has not been updated since 2017. For new legal developments from January 2018 and beyond, see Practice Note: Corporate governance: horizon scanning—2018 and beyond.Feel free to contact us with your suggestions for issues we could monitor using KnowhowLawyersCorporate@lexisnexis.co.uk.Mini-indexJanuary 2017February 2017April 2017May 2017No specific date in 2017 confirmedJanuary 2017DateSubject matterDevelopment and BackgroundResources1 January 2017Non-Financial Reporting Directive 2014/95/EU (Reporting Directive):Disclosure requirements under the Reporting Directive will apply in the UK to financial years starting on or after this date.The Reporting Directive amends the EU Accounting Directive 2013/34/EU, introducing new disclosure requirements for certain companies with more than 500 employees. This includes disclosure of information on company policies, environmental risks, social and employee matters, respect for human rights, anti-corruption and bribery issues and diversity in their board of directors. The deadline for responses to the relevant UK consultation is 15 April 2015, with changes expected to apply to financial years starting on or...

Comparison of UK Corporate Governance remuneration principles

FORTHCOMING CHANGE: On 18 March 2021, it was announced that the government was launching a consultation on wide-ranging reforms to modernise the country’s audit and corporate governance regime, targeting the UK’s biggest businesses and ensuring markets work effectively. In relation to corporate governance and executive pay issues, proposals include that:•in a clamp down on ‘rewards for failure’, the government proposes to strengthen malus and clawback provisions in executive directors’ remuneration arrangements, to identify minimum clawback conditions which would apply in all cases and have a minimum two-year application period after the award is made. These would include clawback for serious misconduct, a material misstatement of results or an error in performance calculations and failures of internal controls and risk management. Subject to consultation responses, the government proposes to invite the FRC to implement these stronger arrangements through changes to the UK Corporate Governance Code•large businesses would need to be more transparent about the state of their finances, so they do not pay out dividends and bonuses at a time when...

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Ireland—Notice of an extraordinary general meeting of a private limited company

Ireland—Notice of an extraordinary general meeting of a private limited company This is a precedent notice of a general meeting of a private company limited by shares. The notice provisions are as follows: • an annual general meeting or an extraordinary general meeting for the passing of a special resolution must be called by giving notice of at least 21 days • any other extraordinary general meeting must be called by giving notice of at least seven days Company number: [insert number] [insert company name] limited (the Company) Notice of Extraordinary general meeting Details of extraordinary general meeting The notice must state the date, time, place and general business of the meeting. Special measures were introduced by the government in August 2020 to mitigate the COVID-19 pandemic’s effect on corporate governance, among the measures introduced was a dispensation which allowed companies in Ireland to hold general meetings virtually, in whole or in part, during the interim period as long as all attendees have a reasonable opportunity to participate...

Ireland—Member’s consent to short notice of a general meeting of a private limited company

Ireland—Member’s consent to short notice of a general meeting of a private limited company This Precedent sets out standard wording for the agreement of members of a private company limited by shares to agree to short notice of a general meeting. For details on the notice periods required for general meetings for private companies limited by shares, see Precedent: Ireland—Notice of an extraordinary general meeting of a private limited company. Company number: [insert number] [insert company name] Limited (the Company) Agreement of members to short notice of a general meeting Calling a meeting on short notice A general meeting may be called on short notice if agreed by: • all the members entitled to attend and vote at the meeting, and • the statutory auditors of the company (unless the company has availed of the statutory audit exemption under CA 2014 (IRL), s 360 or CA 2014 (IRL), s 365 Please note that in addition to the above requirement to convene a meeting at short notice, to propose and...

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What documents need to be on display at the AGM of a premium listed company?

What documents need to be on display at the AGM of a premium listed company? Where a premium listed company is amending or approving certain documents and such documents are not circulated to the shareholders, they must be displayed at the general meeting at least 15 minutes before and for the duration of the meeting. The relevant documents are: • the articles of association • any employee share scheme or long-term incentive plan • any trust deed or equivalent document securing or constituting debt securities The above documents must be available for inspection in the City of London from the date the notice of AGM is sent until the close of the meeting. They must also be available at the AGM for at least 15 minutes before and during the meeting. In addition, the UK Corporate Governance Code (see section B.3.2 and

Is shareholder approval needed to increase the pension contribution rate for a listed company’s directors?

Is shareholder approval needed to increase the pension contribution rate for a listed company’s directors? Section 439A of the Companies Act 2006 (CA 2006) gives shareholders of a listed company a binding vote, by way of ordinary resolution, on the directors’ remuneration policy. The remuneration policy must be put to shareholders whenever a new policy, or an amendment to the existing policy, is proposed and in any event at least every three years. Once the remuneration policy has been approved by shareholders, all payments or other benefits made to a person in their capacity as a director of the company (remuneration payments) must fall within the scope of that policy (CA 2006, ss 226A and 226B). Remuneration payments which are not consistent with the most recently

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TPR urges industry to adapt and evolve to unlock transformational opportunities of Pension Schemes Bill

The Pensions Regulator (TPR) has published a blog post by chief executive Nausicaa Delfas outlining the expected impact of the Pension Schemes Bill, how TPR is addressing unfinished business in the pensions system and why the pensions industry must increase its standards even more. To support implementation, TPR has launched an innovation support service to encourage early engagement with new ideas and reduce regulatory barriers. It is also developing a new trusteeship strategy focused on raising professional standards in line with other professions and corporate governance standards, with an emphasis on accountability, agility, and data-led decision-making. Delfas urged trustees, advisers, and administrators to adapt, evolve and collaborate to ensure the reforms deliver lasting benefits for savers across the UK.

Pension Schemes Bill to transform trustees' role, TPR says

Law360: The Pensions Regulator (TPR) has said it will look to other regulators and governance standards for guidance to ensure that pensions trusteeship is ready for the 'transformational' impact of reforms that have recently been announced.

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