The following Share Incentives practice note Produced in partnership with Dilpa Raval of CMS and Graham Muir of CMS provides comprehensive and up to date legal information covering:
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 firms
This 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.
For details on the impact of Brexit on the UK corporate governance regime, see Practice Note: Brexit—the UK corporate governance regime.
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 for the governance of their companies. The shareholders' role in governance is to appoint the directors and the auditors and to satisfy themselves that an appropriate governance
**Trials are provided to all LexisPSL and LexisLibrary content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these LexisPSL services please email customer service via our online form. Free trials are only available to individuals based in the UK. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
To view the latest version of this document and thousands of others like it, sign-in to LexisPSL or register for a free trial.
Existing user? Sign-in
Take a free trial
This Practice Note considers the question of when court proceedings can be stayed. It identifies scenarios in which a party may apply for a stay of proceedings, including to allow for: a jurisdictional challenge; arbitration; an attempt to settle; related criminal proceedings; an opportunity to
Fraud by false representationFraud by false representation applies to a broader range of conduct than the offences under the preceding legislation (the Theft Act 1968 (TA 1968)). No gain or loss need actually be made, and no deception need operate on the mind of the deceived for the Fraud Act 2006
This Practice Note provides guidance on the interpretation and application of the relevant provisions of the CPR. Depending on the court in which your matter is proceeding, you may also need to be mindful of additional provisions—see further below.You should also consider if the proceedings will be
An intention to create legal relations is requiredThere are various situations in which a court will hold that an agreement is not binding because, though supported by consideration, it was made without any intention of creating legal relations (see, eg, Blue v Ashley).Did the parties intend to
0330 161 1234
To view our latest legal guidance content,sign-in to Lexis®PSL or register for a free trial.