The following Share Incentives practice note provides comprehensive and up to date legal information covering:
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 they could be facing insolvency, and
directors would publish annual ‘resilience statements’ that set out how their organisation is mitigating short and long-term risks, encouraging their directors to focus on the long-term success of the company and consider key issues like the impact of climate change
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Contractual damages—non-pecuniary lossesThis Practice Note considers the different categories of contractual damages that may be available for non-financial loss (non-pecuniary loss), ie punitive damages, damages for loss of enjoyment and loss of amenity, restitutionary damages and negotiating
Indemnity costs orders—principlesThis Practice Note considers orders for costs determined on an indemnity basis (indemnity costs orders). A court may order that costs are assessed on an indemnity basis so that any doubt as to the costs claimed are resolved in favour of the receiving party. Compare
Negligence—key elements to establish a negligence claimNegligence—what are the key ingredients to establish a claim in negligence?For liability in negligence to be founded, four key ingredients must be present:•duty of care•breach of that duty•damage (which is caused by the breach)•foreseeability of
Highways, street works and statutory undertakersCoronavirus (COVID-19): This Practice Note contains guidance on matters that have temporarily been altered to assist in the management of the coronavirus (COVID-19) pandemic. For further information, see: Traffic Orders Procedure (Coronavirus)
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