Publication
Horizon Scanning: Investigations and Enforcement
In this horizon scan, we focus on key developments affecting companies operating in the UK, including in light of the recent change in UK government.
Global | Publication | August 12, 2016
Welcome to Essential Corporate News, our weekly news service covering the latest developments in the UK corporate world.
On August 31, 2016 the European Commission published a Delegated Regulation regarding Regulatory Technical Standards on the European Electronic Access Point (EEAP), as required by the Directive amending the Transparency Directive, in the Official Journal.
No material changes have been made to the final draft of the Delegated Regulation published in May 2016. The EEAP is to be a web portal operated by ESMA and it will provide a single point of access at EU level to regulated information (including annual reports and major shareholding notifications) stored by officially appointed mechanisms (OAMs) in each member state.
The Delegated Regulation enters into force on September 20, 2016, but Articles 7 (Unique identifier used by OAMs) and 9 (Common list and classification of regulated information) will only apply from January 1, 2017.
On September 1, 2016 the High Pay Centre published a report by Chris Philp, a Conservative MP and member of the Treasury Select Committee, on controlling executive pay, together with an accompanying press release.
The report discusses the rise of the “ownerless corporation”, noting that fragmented shareholdings and short-term investor horizons mean that some shareholders are not exercising proper oversight of companies they own, that the market does not work if shareholders are not always responsible custodians of their capital, and that shareholder interests and the wider public interest are often not served by executives who over-compensate themselves, do not focus on the long-term or engage in unchallenged strategic initiatives, such as reckless acquisitions.
On the rise of excessive executive pay, the reports states that one symptom of the rise of the ownerless corporation is the rapid rise in total executive pay, with FTSE 100 CEO total pay in the UK now averaging £6 million per year, or 150 times average worker income. This ratio has doubled in 10 years as worker pay has stagnated. The author comments that this level of inequality is socially divisive and public opinion is firmly against it.
The report suggests three main proposals to address these issues:
The High Pay Centre, in its accompanying press release, notes that the report has been endorsed by Lord Myners, the former chair of Marks & Spencer and City minister for the Labour government, and Neil Woodford, a prominent fund manager, but makes clear that the High Pay Centre itself does not necessarily endorse every single element of the report.
On August 31, 2016 the Governance Institute of the Institute of Chartered Secretaries and Administrators (ICSA) issued a press release stating that it has written to the Prime Minister with suggestions as to how she can reform governance at private companies following the collapse of BHS.
The Institute recommends that private companies required under the Companies Act 2006 to have audited accounts and to produce a directors’ report should be required to disclose in their annual report the extent to which they comply with the UK Corporate Governance Code.
Additionally, it recommends that the legal requirement for public companies to have a company secretary should be extended to private companies as well so that they can benefit from the advice of a seasoned governance professional.
(ICSA, ICSA proposes changes to the governance of private companies, 31.08.16)
Publication
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