The following Corporate practice note produced in partnership with Advanced Boardroom Excellence provides comprehensive and up to date legal information covering:
The concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board effectiveness, including on board and board committee composition. Non-executive directors (NEDs) of listed companies and, in particular, independent NEDs, have distinct roles and responsibilities in the corporate governance arena. This Practice Note considers the test of independence and the significance of independent NEDs in the governance of a listed company.
This Practice Note also highlights relevant guidance to boards and advice to investors, including:
the Financial Reporting Council (FRC)'s Guidance on Board Effectiveness, which was updated in July 2018;
guidance issued by the Chartered Governance Institute (previously known as ICSA: The Governance Institute)
the Shareholder Voting Guidelines published by Pensions & Investment Research Consultants Ltd (PIRC), available for purchase from PIRC's website
the Stewardship and Voting Guidelines 2021 published by the Pensions and Lifetime Savings Association (PLSA)
the 2021 United Kingdom and Ireland Proxy Voting Guidelines published by Institutional Shareholder Services (ISS)
the 2022 Proxy Paper Guidelines published by Glass Lewis
For information on the principles and provisions of the UKCG Code regarding the appointment of executive and non-executive directors of listed companies and the key principles to be applied by the nomination committee when selecting and recommending candidates, see Practice Note: Appointment and re-election of directors—UK listed companies—corporate governance aspects, which also examines related issues such
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Summary assessment—statement of costsSummary assessment is the procedure whereby costs are assessed by the judge who has heard the case or application (see Practice Note: Summary assessment). This Practice Note considers the use of a statement of costs in summary assessment. Form N260 is a model
Issue of redeemable sharesA limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA 2006).Why do companies issue redeemable shares?A company may wish to issue redeemable shares so that it has an alternative way to return surplus capital
Fraud by false representationFraud 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
Discharge by frustrationCoronavirus (COVID-19): In addition to the below content on force majeure generally, see also:•Coronavirus (COVID-19) toolkit—Contracts•Coronavirus (COVID-19) and contractual obligations—checklisttogether with the Q&A (in the related content pod on the right hand side) for
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