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GLOSSARY

Investment Association (IA) definition

Published by a LexisNexis Share Incentives expert

What does Investment Association (IA) mean?

An institutional investor organisation representing UK investment managers, formerly known as the Investment Management Association (IMA). The Investment Association (IA) are responsible for the publication of the Investment Association Principles of Remuneration - http://www.ivis.co.uk/guidelines

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Remuneration committee composition—corporate governance guidelines

Remuneration committee composition—corporate governance guidelines Quoted companies (other than investment companies) Source Recommendation Reference UK Corporate Governance Code (UKCG Code) Remuneration committee should comprise at least three, or in the case of smaller companies (ie those outside the FTSE 350) two, independent non-executive directors.The company chair may be a member of, but not chair, the committee, provided he or she was considered independent on appointment as chair.Before appointment as chair of the remuneration committee, the appointee should have served on a remuneration committee for at least 12 months. 2018 UKCG Code, Provision 32 Institutional Shareholder Services Inc (ISS) For FTSE 350 companies, remuneration committee should comprise at least three non-executive directors and all members should be independent. The company chair may be a member of, but not chair, the remuneration committee if he or she was considered independent on appointment as chair.For companies in the FTSE SmallCap and FTSE Fledgling indices, remuneration committee should comprise at least two members, and who should all be independent non-executive directors. The company...

Allotment of shares and disapplication of pre-emption rights—listed company—checklist

Allotment of shares and disapplication of pre-emption rights—listed company—checklist STOP PRESS: 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. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information see Practice Note: Reform of the UK listing regime—fundamentals. This Checklist reflects the listing regime as it was prior to 29 July 2024. The allotment and issue of shares is governed by statutory rules, which differ according to the type of company which is proposing the allotment (private or public, listed or unlisted) and whether that company has a single or multiple classes of shares. This checklist sets out...

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Comparison of UK Corporate Governance remuneration principles

This Practice Note compares the main remuneration principles contained in the:•UK Corporate governance Code (the Code) published by the Financial Reporting Council (FRC)•the Investment Association (IA) Principles of Remuneration•the PLSA Stewardship and Voting Guidelines published by the Pensions and Lifetime Savings Association (PLSA) (formerly known as the National Association of Pension Funds (NAPF))•the UK Shareholder Voting Guidelines published by the Pensions & Investment Research Consultants Ltd (PIRC)•the Policy Guidelines for the UK published by Glass Lewis•the UK and Ireland Proxy Voting Guidelines published by the Institutional Shareholder Services (ISS), and•the Remuneration Committee Guide published by the Quoted Company Alliance (QCA)The influential bodies and guidanceThe UK Corporate Governance CodeThe FRC is responsible for corporate governance in the UK, and as such has responsibility to publish and maintain a single code of good corporate governance practice. This is now known as the UK Corporate Governance Code (formerly known as the Combined Code).The latest version of the Code is dated January 2024, and applies to accounting periods beginning on or after 1 January...

An introduction to corporate governance and share schemes

This Practice Note describes:•what corporate governance is•corporate governance for private companies•the UK approach to corporate governance in relation to share schemes, including:◦the regulatory approach in relation to share schemes, and◦institutional investor guidelines•how companies monitor their compliance with the UK Corporate Governance Code (the Code), and•corporate governance for financial services firms as compared to other firmsThis Practice Note introduces the main concepts of corporate governance and provides links to the more detailed Practice Notes on each aspect of the regulatory and legislative elements of the UK regime and the institutional investor guidelines.What is corporate governance?Corporate governance is, broadly, the way in which companies are managed and controlled at the top level. The corporate governance regime seeks to set up a framework so as to ensure fairness of treatment among the various stakeholders in a company. The Cadbury Report of 1992 is recognised as representing the original cornerstone of corporate governance in the UK, and describes corporate governance as:‘…the system by which companies are directed and controlled. Boards of directors are responsible...

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Model discretionary investment management agreement

Model discretionary investment management agreement The model discretionary investment management agreement can be found on the Investment Association’s website here. Please note that non-members of the Investment Association (IA) may only use the model agreement with the IA’s permission. In November 2021, the IA published an updated version of its model discretionary investment management agreement. This will need

Board minutes to convene AGM of listed company

Board minutes to convene AGM of listed company [insert company name] PLC Minutes of a meeting of the board of directors of [insert full name of company] (the Company) held at [insert place of meeting] on [insert date of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means]] [ In attendance: ] [[Insert names of anyone in attendance, who does not count towards the quorum for the meeting (eg, the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the meeting]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the meeting. The Chair reported that proper notice of the meeting had been given in accordance with the Company’s articles...

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What procedure must a listed company follow to offer a DRIP?

What procedure must a listed company follow to offer a DRIP? A dividend re-investment plan (DRIP) allows a shareholder to receive shares in a company as an alternative to receiving a cash dividend. If a shareholder agrees to participate in a DRIP, when the company next declares a cash dividend it applies that dividend to buy existing shares in the market on behalf of the shareholder. A DRIP is similar to a scrip (or stock) dividend scheme in that they both allow a participating shareholder to acquire further shares in a company in lieu of a cash dividend. A scrip dividend, however, involves the issue of new shares in the company to the participating shareholder, who foregoes the cash payment they would otherwise receive, rather than the purchase of shares in the market. For more information on the law relating to scrip dividends and the procedure to be followed if one is to be offered, see Practice Note: Scrip dividends. A listed company that wishes to...

Can a company suspend or cancel a dividend in the light of the coronavirus (COVID-19) pandemic?

Can a company suspend or cancel a dividend in the light of the coronavirus (COVID-19) pandemic? As a result of the coronavirus (COVID-19) pandemic, over the coming weeks and months an increasing number of UK companies are expected to seek to preserve their cash by suspending and/or cancelling dividends. This Q&A considers the relevant law, guidance and practice. For information on dividends generally, see Practice Notes: Dividends—the legal framework and Distributions. For further details of the rules and guidance that apply to a listed company or an AIM company proposing to pay a dividend, see Practice Note: Dividends—listed and AIM companies. Declaration of dividends It is usual for a company's articles of association to provide that: • its directors may recommend a final dividend (ie one to be paid after the financial year to which the profits being distributed relate), which is then declared by the approval of the shareholders, usually by ordinary resolution, the amount declared not exceeding the amount recommended by the directors, and...

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Financial Services weekly highlights—5 June 2025

This week's edition of Financial Services weekly highlights includes: FCA’s new Enforcement Guide; Council of the EU’s approval of regulation amending CRR as regards requirements for securities financing transactions under net stable funding ratio; UNEP FI’s review of sector mappings to enhance sustainability impact clarity; plus dates for your diary over the coming week.

Banking and Finance weekly highlights—5 June 2025

This week's edition of Banking and Finance weekly highlights includes: (1) our cases round-up from May 2025; (2) our Sustainable finance and ESG monthly round-up; and (3) the Supreme Court decision in One Savings Bank where it was held that banks must follow the Etridge protocol where non-commercial hybrid transactions include a more than de minimis surety element.

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