The following Corporate practice note provides comprehensive and up to date legal information covering:
This archived Resource Note looked at the section of the 2016 UK Corporate Governance Code (2016 UKCG Code) which explains the 'comply or explain' concept and its application and highlighted relevant third party materials, commentary, guidance and analysis, as well as our own resources, to give practical guidance on the comply or explain principle.
Materials covered in this Resource Note include:
the Listing Rules of the Financial Conduct Authority (FCA)
the Disclosure Guidance and the Transparency Rules of the FCA (DTRs)
the Financial Reporting Council (FRC)'s Report: What Constitutes an Explanation Under Comply or Explain? (February 2012)
guidance issued by the Chartered Governance Institute (previously ICSA: The Governance Institute) (CGI)
Investment Association (IA)'s Comply or Explain: Investor Expectations and Current Practices (December 2012) (note that following the merger of ABI Investment Affairs with IA on 30 June 2014, IA has assumed responsibility for this report which was originally published by the Association of British Insurers)
the UK Shareowner Voting Guidelines published by Pensions Investment Research Consultants Ltd (PIRC) (the guidelines are not available online—hard copies can be purchased from PIRC's website)
the Stewardship Guide and Voting Guidelines 2020 published by the Pensions and Lifetime Savings Association (PLSA)
the 2020 United Kingdom and Ireland Proxy Voting Guidelines published by Institutional Shareholder Services (ISS)
the European Commission Recommendation on the quality of corporate governance reporting (‘comply or
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On the disposition of a property (whether by way of conveyance, transfer or charge), the party making the disposition will normally provide a title guarantee which implies standard form covenants for title. A landlord may give a title guarantee when granting a lease, but this is rare in practice.
An ad hoc arbitration is any arbitration in which the parties have not selected an institution to administer the arbitration. This offers parties flexibility as to the conduct of the arbitration, but less external support for the process. It can be quicker than institutional arbitration but not if
Disposal and devolutionThe equity of redemption arises as soon as the mortgage is made. It is an interest in the land which the mortgagor can:•transfer, lease or mortgage inter vivos, or•by will (it passes on intestacy)No cloggingIt is a fundamental principle of a mortgage that there must be no clog
This Practice Note considers claims for damages for breach of statutory duty. For guidance on claims for damages for a negligent breach of duty of care outside a statutory duty, see Practice Notes:•Negligence—when does a duty of care arise?•Negligence—when is the duty of care breached?Breach of
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