FCA: Quarterly consultation CP 25/35

On 5 December 2025, the Financial Conduct Authority (FCA) published Quarterly Consultation CP 25/35 (Consultation) covering a number of different areas, including proposals to further simplify the listing applications process in Chapter 20 of the UK Listing Rules (UKLR).

Changes suggested in the Consultation include the following:

• Changes to the UKLR to simplify and streamline the process and procedures for the listing of new securities on the Official List. Note that these proposals are separate from the changes being introduced in January 2026 to remove the requirement to make applications for admission to listing in respect of further issues of the same class (as discussed in Chapter 8 of PS 25/9 published earlier in 2025).

• Other minor changes to the UKLR in various areas intended to correct or clarify provisions (mostly in response to feedback from stakeholders).

• Various amendments to the rules for the new Public Offers and Admissions to Trading regime including corrections to address drafting errors, stylistic changes to achieve consistency, and clarifications to explain the scope of certain obligations.

Other areas covered in the Consultation relate to the next stage of the FCA’s data decommissioning workstream (which is part of the Transforming Data Collection (TDC) programme), a proposed reduction in the administration fee the FCA charges for overdue or late regulatory data returns, and extending the transitional period for recently amended concentration rules in the FCA’s Collective Investment Schemes sourcebook (COLL) in order to allow time to consult on simplifying these.

Responses to the Consultation should be submitted by 19 January 2026 (or, in the case of the proposed extension of the transitional period in COLL, by 22 December 2025).

(FCA, Quarterly Consultation No 50 – CP25/35, 05.12.2025)

Pre-Emption Group: Annual Monitoring Report 2024-2025

On 9 December 2025, the Pre-Emption Group (PEG) published its latest Annual Monitoring Report on the use of its Statement of Principles in disapplying shareholder pre-emption rights. The most recent Statement of Principles was published in November 2022.

The report examines the implementation of the Statement of Principles by FTSE 100 and FTSE 250 companies for meetings held between 1 August 2024 and 31 July 2025 and it looks at resolutions seeking disapplication authority and their voting results.

Key findings include the following:

• 77.6% of the FTSE 350 companies with an AGM during the relevant period sought the enhanced disapplication authority allowed under the 2022 Statement of Principles. This is an increase from 67.1% in the 2024 monitoring period and 55.7% in the 2023 monitoring period. An enhanced authority is a disapplication request in relation to pre-emption rights where either the request for general corporate purposes, or the request for a specified capital investment, exceeds the 5% authority previously allowed under the 2015 Statement of Principles.

• The average percentage of votes against disapplication authority resolutions was 5.1%. The average percentage of votes against was 4.7% in the 2024 monitoring period.

• 99.1% of FTSE 350 companies that put such resolutions to their AGM had all disapplication resolutions passed by shareholders.

• Of the companies that sought to disapply pre-emption rights, 60.8% of companies tabled a resolution in relation to specified capital investment. This is down slightly from 64.1% of companies in the 2023-2024 monitoring period.

• Of the 223 FTSE 350 companies that tabled a resolution for the disapplication of pre-emption rights for a specified capital investment, 16.6% included a six-month time limit as specified in the 2015 Statement of Principles, rather than the 12-month time limit permitted in the 2022 Statement of Principles. PEG notes that four companies did not specify a time limit which is not good practice.

• The 2015 Statement of Principles stated that companies should not issue non-pre-emptively for cash equity securities that represent more than 7.5% of its issued ordinary share capital in any rolling three-year period. This limit is not in the 2022 Statement of Principles and is no longer considered best practice. PEG is pleased to note that only 5.3% of companies that tabled a resolution to disapply pre-emption rights included the outdated time limit, compared to 13.2% in 2023-2024 and it expects to see this percentage continue to fall in subsequent years as more companies choose to take up the 2022 Statement of Principles.

In its Conclusion, PEG notes that it is pleased to see continued uptake of the 2022 Statement of Principles. It comments that it is aware that there remains a small minority of investors that disagree with the 2022 Statement of Principles, partly due to the elevated limits of disapplication authority they allow. PEG may undertake engagement with this stakeholder group in the future if the levels of dissent remain elevated.

PEG states that it supports continued engagement between investors and companies on pre-emption topics. Companies are reminded that if a company’s capital raising utilises a pre-emption disapplication authority, the company must submit a post-transaction report to PEG. Part 2B of the Statement of Principles provides a template of the information disclosure required and companies are also reminded that when reporting on discounts in the post-transaction report, this should include expenses as defined in the Appendix, that have been incurred by the issuer. This is an area PEG may monitor in the future.

Submissions are added to PEG’s database of post-transaction reporting on its website as this information is useful to understand what proportion of organisations that seek authority go on to use it, and how much of the disapplication authority is exercised. PEG points out that it remains open to investors that wish to report companies misusing disapplication authorities, including the use of cash box structures to raise funds in excess of the disapplication authority granted by shareholders at the company’s most recent AGM.

(Pre-Emption Group, Annual Monitoring Report 2024-2025, 09.12.2025)

(FRC, More FTSE 350 companies adopting flexible capital raising guidance with investor support remaining strong, 09.12.2025)

GC100: Guidance for virtual meetings of shareholders

On 8 December 2025, GC100 published best practice guidance (Guidance) for listed companies wishing to permit virtual participation in their shareholder meetings (primarily their annual general meetings though the Guidance applies to all shareholder meetings). This addresses areas of shareholder concern such as engagement with the board and how questions from shareholders should be addressed.

GC100 notes, in the Introduction to the Guidance, that the circumstances of individual companies and the nature of their engagement with shareholders may vary. GC100 believes it is helpful for shareholders to understand, through appropriate disclosure, the nature of this engagement, and that the quality of this disclosure may influence shareholder support for holding virtual meetings. As a result, the appendix to the Guidance includes some points for companies to consider in seeking shareholder support for holding virtual meetings. This includes suggested wording for any explanatory statement to accompany a special resolution to adopt articles of association that permit virtual meetings if needed.

The Guidance sets out ways in which companies can raise questions and hold the board of directors to account in the context of a virtual shareholder meeting and it refers companies to Principle D of the 2024 UK Corporate Governance Code, the FRC’s 2022 Good Practice Guidance for Company Meetings and aspects of the FRC’s Corporate Governance Code Guidance.

The Guidance sets out 8 Provisions as follows:

• Provision 1: The company should promote engagement, dialogue and transparency at virtual meetings, with the virtual format not being used to limit attendance or the shareholders' ability to engage with the board as regards the business of the meeting.
• Provision 2: The company should have a dedicated area of its website or the virtual meeting platform which is kept up-to-date so that shareholders can access the latest information about the virtual meeting (including how to propose procedural motions during the meeting), and which, in the case of the website, provides timely updates and information about any changes as soon as practically possible.
• Provision 3: The meeting notice should include (a) (if registration and verification is required) details required to access the virtual meeting; (b) instructions on how to log in, ask questions and vote through electronic facilities; and (c) a link to the dedicated area of the company website or the virtual meeting platform containing the latest information about the virtual meeting.
• Provision 4: Any document legally required to be displayed during the meeting, will be displayed if the document is made available to shareholders in the dedicated area of the company website or the virtual meeting platform which contains the latest information about the virtual meeting.
• Provision 5: Directors attending the virtual meeting should be able to be seen and heard by shareholders when they are being directly asked a question or are responding to a question. Best practice is for the chair to be capable of being seen and heard throughout the meeting.
• Provision 6: Subject to the chair's right to manage the telephone line and/or Voice over Internet Protocol to ensure orderly conduct of the meeting, shareholders should, if they choose, be able to ask questions by telephone line or a Voice over Internet Protocol during the virtual meeting, in addition to any question put to the directors, and any "chat / Q&A function" which enables questions to be typed.
• Provision 7: The chair should confirm at the start of the virtual meeting how shareholder questions relating to the business of the meeting will be addressed. If the chair decides to group / moderate questions, they should make clear before or during the meeting the basis on which the grouping / moderation is done. A shareholder whose question has been grouped must, if practicable, be able to raise a further question if they consider that the answer given to the grouped question has not properly addressed their individual question, but this is always subject to the chair reserving the right to manage questions to ensure the orderly conduct of the meeting.
• Provision 8: Shareholders attending the meeting should be able to see or hear questions put at the meeting (whether typed via a "chat / Q&A function" or repeated by the chair or moderator or otherwise) that the chair has decided to address at the meeting, and the responses to those questions. Where practicable, the name of the shareholder asking the question should also be made known to shareholders attending the meeting.

(GC100, Guidance for Virtual Meetings of Shareholders, 08.12.2025 and here)

QCA: The QCA Corporate Governance Code – Supporting growth flexibly

On 9 December 2025, the Quoted Companies Alliance (QCA) published a report which evaluates how companies are beginning to apply the revised framework as set out in the 2023 QCA Corporate Governance Code (QCA Code).

This report sets out the findings of analysis conducted in September 2025, covering all companies on AIM, Aquis and Equity Shares (Transition) companies. The QCA reviewed companies’ annual reports and accounts and corporate governance statements covering the prior 12 months, to assess the current levels of adoption of the QCA Code, how adoption varies by market capitalisation and jurisdiction, and the stated application of the QCA Code, with a focus on its flexibility and reported departures from its 10 principles.

Key findings include the following:

• 92% of AIM-quoted companies currently adopt the QCA Code, rising to 97% of AIM-quoted UK companies. On Aquis, the proportion is 73%.

• 26% of AIM-quoted QCA Code followers have moved to the 2023 version of the Code in the last year (from the previous 2018 version).

• AIM companies are making greater use of the QCA Code’s flexibility: 20% of followers state they do not fully apply the QCA Code, twice the proportion of two years ago.

• The smallest companies are most likely to take advantage of that flexibility: more than 30% of companies with a sub-£5m market cap explain how they depart from the QCA Code; deviation is half that rate for those with a market cap in excess of £100m.

(QCA, The QCA Corporate Governance Code – Supporting growth flexibly, 09.12.2025)

Pensions UK: Stewardship and Voting Guidelines 2026

On 11 December 2025, Pensions UK (formerly known as the Pensions and Lifetime Savings Association or PLSA) published its latest Stewardship and Voting Guidelines for 2026. These include enhanced narrative, updated voting recommendations and a new section on key emerging themes from the 2025 voting season.

Key changes in the 2026 Guidelines include the following:

• AI and cybersecurity: There is strengthened narrative on what good company behaviour looks like and strengthened voting recommendations. This reflects the increasing number of cybersecurity incidents and how their impact has been more damaging as well as the significant increase in AI related resolutions during the 2025 season.
• Governance: There is a change in narrative to reflect that while governance scrutiny is rising, shareholders do have less ability to influence. This leads to a greater focus on potential collaborative stewardship options and emerging industry initiatives.
• Climate and sustainability: The narrative has been revised to consider policy developments throughout 2025 as well as the global political backlash against ESG. The guidelines reaffirm the importance of acting on financially material environmental risks while recognising that investor expectations must remain evidence-based and resilient amid shifting sentiment.
• Social factors and workforce: This section has been refreshed to reflect the increasing prominence of social issues, from workforce wellbeing and fair pay structures to supply-chain labour practices. Updated expectations help pension schemes identify where poor management of social risks may translate into material financial impacts.
• Equality, Diversity and Inclusion (EDI): The Guidelines reinforce Pensions UK’s commitment to EDI as a driver of stronger outcomes. Investors are encouraged to scrutinise transparency on workforce and board diversity, data disclosure and progress against clear objectives.
• Emerging trends: A new framing section highlights the most significant developments from the 2025 voting season, including declining support for Say-on-Climate votes, creeping dissent on governance flashpoints, and the expanding risk focus on AI and cyber. Its purpose is to give pension schemes a forward-looking view of where stewardship priorities are likely to shift next.
• Pass-through voting: The Guidelines introduce pass-through voting as one option for pension schemes seeking to exercise shareholder rights directly.

(Pensions UK, Stewardship and Voting Guidelines 2026, 11.12.2025 and press release)