Accounting reserves including the share premium account and capital redemption reserve which companies are prohibited from distributing to shareholders other than in specific circumstances (see CA 2006, ss 610, 733).

Local Government analysis: This is a decision of the Business and Property Courts declaring ineffective two liquidation schemes (‘the Schemes’) deployed by the property investment and development company Property Alliance Group (‘PAG’) and designed to avoid PAG paying non-domestic rates. The case is another in a long line of authorities concerning NDR avoidance schemes and considers the application of the Supreme Court decision of Rossendale Borough Council v Hurstwood Properties (A) Ltd. Written by Stephanie Smith, barrister at 4-5 Gray’s Inn Square.

Restrictions placed on cable television systems which prohibit them from importing distant programming that is simultaneously available locally.

A person whom is not required to be auto-enrolled into a company pension plan, but may elect to do so.

A non-exclusive licence is a licence which grants the licensee the right to do something and does not preclude other similar licences being granted to other people.

A member of the board of directors of a company, who is not part of the executive management team.

The CA 2006 makes no distinction between executive and non-executive directors. NEDs essentially have the same duties, responsibilities and potential liabilities under law as executive directors however in the corporate governance arena the NEDs of listed companies should scrutinise the performance of executive management in meeting agreed goals and objectives and monitor the reporting of performance. They should satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible. They are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing and, where necessary, removing executive directors, and in succession planning (see Provision 13 of the UKCG Code).

General role and responsibility of a non-executive director (NED) For information about the roles and responsibilities of NEDs, see Practice Note: Non-executive directors and the listed company board—corporate governance roles and responsibilities. Guidance on the rules and roles of NEDs can also be found in the UK Corporate governance Code (UKCG Code) and the FRC Guidance on Board Effectiveness, both published by the Financial Reporting Council (FRC). For further details, see Practice Note: The UK Corporate Governance Code. NEDs who perform SMFs under the SM&CR On 7 March 2016, the Senior Managers and Certification Regime (SM&CR) took effect in relation to UK banks, building societies, credit unions and Prudential Regulation Authority (PRA)-designated investment firms. It came into effect for all dual-regulated insurers from 10 December 2018 and was extended to FCA solo-regulated firms from 9 December 2019. The Senior Managers Regime applies to benchmark administrators from 7 December 2020. The Financial Services and Markets Act 2023 (FSMA 2023) includes provisions to introduce a new SM&CR for financial

This Practice Note looks at the provisions of the UK Corporate Governance Code (UKCG Code) on the governance role of the board of companies with a listing of equity shares in the equity shares (commercial companies) category and the distinct roles and responsibilities of the chair, senior independent director (SID) and non-executive directors (NEDs). It also considers the UKCG Code requirements on board composition, including the concept of independence under the UKCG Code. The non-executive director (NED) is not a statutory requirement or creation, but it is a key role to ensure good corporate governance. There is no legal distinction in the Companies Act 2006 (CA 2006) between executive and non-executive directors. NEDs have the same duties, responsibilities and potential liabilities under law as executive directors. For information on these legal duties and liabilities, and the standards to which all directors are equally subject, see: Powers, duties and liabilities of directors—overview. Non-executive directors of listed companies do, however, have distinct roles and responsibilities in the corporate governance arena.

This Practice Note considers the concept of independence under the UK Corporate Governance Code and other best practice guidance, including the circumstances in which a non-executive director (NED) will be treated as independent, the requirement for the roles of chief executive and chair to be separate, the senior independent director and the requirement for the presence of independent NEDs on the board and its committees. 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 company with a listing of equity shares in the equity shares (commercial companies) category. This Practice Note also highlights relevant guidance to boards and advice to investors, including: • the Financial Reporting Council (FRC)'s Corporate Governance Code Guidance, which was published in January 2024 • guidance

The Financial Services & Markets Act 2000 (Non-Exempt Activities) Order 2001 is secondary legislation which contains a list of the activities to which the exemption to the general prohibition does not apply.

Tax analysis: In the case of Changizi v Changizi and others, the English estate of a testator was left (after a deed of variation) as to 5/6 to his surviving spouse and 1/6 to his son. The executors had also paid inheritance tax (IHT) on failed potentially exempt transfers (PETs) to the son for which they had a secondary liability. There had already been considerable litigation in this case and considerable costs had been run up which had been awarded against the son. After the costs and IHT due on the failed PETs, the son was in debt to the estate before any distribution was made.