BEIS: Companies (Directors' Remuneration Policy and Directors' Remuneration Report) Regulations 2019 Q&A
On June 14, 2019 the Department for Department for Business, Energy and Industrial Strategy published a question and answer document (Q&A) in relation to the Companies (Directors' Remuneration Policy and Directors' Remuneration Report) Regulations 2019 (Regulations). The purpose of the Q&A is to assist companies and interested stakeholders in understanding the reporting requirements introduced by the Regulations.
The Regulations came into force on June 10, 2019 and amend the Companies Act 2006 and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (2008 Regulations) to implement those requirements set out in Articles 9a and 9b of the revised Shareholder Rights Directive (the Directive) that were not previously given effect in UK law. Articles 9a and 9b of the Directive introduce new reporting requirements covering, respectively, the directors’ remuneration policy and the directors’ remuneration report.
The Q&A provides general guidance on (amongst other things):
- Identifying companies that are subject to the new requirements.
- Timing and the application of transitional provisions.
- New requirements in respect of the directors’ remuneration policy.
- New requirements in respect of the directors’ remuneration report.
The Q&A summarises the new requirements relating to directors' remuneration policy and reporting directors' remuneration, as the following:
- Certain additional detail to be provided on when shares indicatively awarded to directors may be granted or exercised, in particular by providing information on vesting periods, and on any holding or deferral periods.
- The policy must provide an indication of the duration of directors’ service contracts.
- The policy must set out the decision-making process through which it has been determined, and highlight key changes compared to the previous policy.
- The company must put the date and results of the shareholder vote on the new policy on its website as soon as reasonably practicable.
- If the company loses the shareholder vote on the policy, it must bring a revised policy to another vote within a year.
- The report must compare the annual change of each director’s pay to the annual change in average employee pay, over a rolling five year period.
- The report must show the split of fixed and variable pay for each director, as two additional columns to the existing ‘Single Figure’ table.
- The report must set out any changes made to share options granted or offered and the main conditions for the exercise of these rights including the exercise price and date, compared to the previous year.
- The report must be freely available on the company’s website for ten years.
- Remuneration reports must not include any sensitive personal data, revealing racial or ethnic origin, political opinions or religious beliefs.
In addition, the Q&A clarifies certain elements of these requirements, including (amongst other things):
- The requirement that the remuneration policy must provide an indication of the duration of directors' service contracts or arrangements with directors. The Q&A explains that the term ‘arrangements’ is not defined in the Directive but may be taken to mean any agreements to provide personal services that a company may enter into with directors for remuneration that do not constitute a service contract. It further explains that, where a director’s contract has no specified end date, this requirement can be met by stating that there is no fixed or indicative duration or by setting out the notice period.
- What information is expected to be provided on the ‘decision making process’ for determining, reviewing and implementing the directors’ remuneration policy and whether this information is already set out under paragraph 22 of Schedule 8 of the 2008 Regulations. The Q&A notes that Paragraph 22 of the 2008 Regulations already asks companies to provide information in the remuneration report about the role of the remuneration committee, including managing conflicts of interests, and that this, and any other relevant information contained in the remuneration report, may be included in the policy in order to meet the new requirement to explain the decision-making process that underpins it. The Directive does not elaborate further on what is expected in this explanation, meaning companies have flexibility to decide what would be helpful to shareholders to understand how the policy has been determined, and how it is to be implemented and reviewed. The Q&A also notes that, in order to avoid repetition, companies may wish to cross-reference to existing requirements under paragraph 22 of Schedule 8 of the 2008 Regulations.
- The requirement to publish the results and date of the remuneration policy vote on the company website ‘as soon as reasonably practicable’. The Q&A notes that the Directive does not specify a precise time-frame, beyond stating that the voting outcome should be published ‘without delay’. However it notes that Article 14 of the original Shareholder Rights Directive (EC/2007/36) states that voting results on a poll must be published within 15 days of the relevant general meeting and that Listing Rule 9 requires premium listed companies to notify the Financial Conduct Authority and issue an RNS announcement of their results ‘as soon as possible’. Companies should therefore seek to ensure that the voting result of the remuneration policy is published as soon as is reasonably possible following the voting results to comply with both the Regulations and, where applicable, the Listing Rules.
- The requirement for the voting results to record the number of abstentions and whether this means those shareholders who formally record an abstention or those who just did not vote. The Q&A notes that the original Shareholder Rights Directive does not specify how abstentions should be counted and that companies may instead wish to only record, alongside the actual voting results, the number of shares that were submitted as a ‘vote withheld’ (while recognising that this is not a vote under English law).
- The requirement to report (in the remuneration report) the annual change in directors' remuneration compared to average employee remuneration over a rolling five year period. The Q&A considers, amongst other things, whether a director who served on the board in the previous five years but not in the relevant financial year can be removed from the rolling five year comparison. It notes that the Directive does not stipulate whether a director who leaves the board may be removed from the five year comparison table going forward, meaning that companies may therefore use their discretion as to whether such directors should be removed after they have left the board. The Q&A highlights, however, that information on the remuneration of these individuals must remain available in the comparison tables for previously published remuneration reports, for the period during which they sat on the board.
- How average employee pay should be calculated for the purpose of determining the annual change in average employee remuneration. As the Directive is silent on this, companies are free to calculate average employee remuneration by reference either to the ‘mean’ or ‘median’ of employee pay. The Q&A notes, however, that companies are encouraged to state which method they have used for the information of shareholders and other interested stakeholders.
European Commission: Guidelines on non-financial reporting - supplement on reporting climate-related information
On June 18, 2019 the European Commission (Commission) published new (non-binding) guidelines on corporate climate-related information reporting (new guidelines) alongside an accompanying Q&A document, as part of its Sustainable Finance Action Plan. The guidelines are intended to provide companies with practical recommendations on how to better report the impact that their activities are having on the climate as well as the impact of climate change on their business, and are a supplement to the Commission's existing Guidelines on Non-Financial Reporting.
The new guidelines are intended for use by companies that fall under the scope of the Non-Financial Reporting Directive, but may also be useful for other companies that wish to disclose climate-related information. They are not intended to encourage stand-alone climate reporting, but to encourage companies to integrate climate-related information with other financial and non-financial information as appropriate in their reports.
The new guidelines remain broadly the same form as the draft guidelines on which the Commission consulted in February 2019.
Under the Non-Financial Reporting Directive, companies are required to disclose information on, amongst other things, environmental matters to the extent that it is necessary for an understanding of the company’s development, performance, position and impact of its activities (climate-related information can be considered to fall into the category of environmental matters for these purposes). Companies should consider using the proposed disclosures in the new guidelines if they decide climate is a material issue in this context. When assessing the materiality of climate-related information, companies should consider a longer-term time horizon than is traditionally the case for financial information and should not prematurely conclude climate is not a material issue simply because some climate-related risks are perceived as being long term in nature. When assessing the materiality of climate-related information, companies should consider their whole value chain, both upstream in the supply-chain and downstream. The new guidelines note that, given the systemic and pervasive impacts of climate change, most companies within the scope of the Non-Financial Reporting Directive are likely to conclude that climate is a material issue. Companies that conclude that it is not are advised to consider making a statement to that effect, explaining how that conclusion has been reached.
The new guidelines propose climate-related disclosures for each of the five reporting areas in the Non-Financial Reporting Directive (see further below). In addition, for each reporting area, they identify recommended disclosures that a company should consider using to the extent that they are necessary for an understanding of its development, performance, position and impact of its activities. Further guidance is also provided after the recommended disclosures for each reporting area – this consists of suggestions for more detailed information that companies may consider including as part of the recommended disclosures. Additional guidance is also provided for banks and insurance companies.The new guidelines note that, when deciding whether and to what extent they use the recommended disclosures and the more detailed suggestions, companies should take account of the principles of good non-financial reporting contained in the Commission’s Guidelines on Non-Financial Reporting, including the principles about disclosed information being material; fair, balanced and understandable; and comprehensive but concise.
The recommended disclosures for each reporting area set out in the new guidelines include:
- Business model – Describe: the impact of climate-related risks and opportunities on the company's business model, strategy and financial planning; the ways in which the company’s business model can impact the climate, both positively and negatively; and the resilience of the company’s business model and strategy, taking into consideration different climate related scenarios over different time horizons, including at least a 2°C or lower scenario and a greater than 2ºC scenario
- Policies and due diligence processes - Describe: any company policies related to climate, including any climate change mitigation or adaptation policy; any climate-related targets the company has set as part of its policies, especially any greenhouse gas emissions targets, and how company targets relate to national and international targets and to the Paris Agreement in particular; the board’s oversight of climate-related risks and opportunities; and management’s role in assessing and managing climate-related risks and opportunities (explaining the rationale for the approach).
- Outcomes – Describe: the outcomes of the company's policy on climate change, including the performance of the company against the indicators used and targets set to manage climate related risks and opportunities; and the development of greenhouse gas emissions against the targets set and the related risks over time.
- Principal risks and their management – Describe: the company’s processes for identifying and assessing climate-related risks over the short, medium, and long term (disclosing how it defines short, medium, and long term); the principal climate-related risks the company has identified over the short, medium, and long term throughout the value chain, and any assumptions that have been made when identifying these risks (this should include the principal risks resulting from any dependencies on natural capitals threatened by climate change, such as water, land, ecosystems or biodiversity); processes for managing climate-related risks (including, if applicable, how they make decisions to mitigate, transfer, accept or control those risks) and how the company is managing the particular climate-related risks that it has identified; and how processes for identifying, assessing, and managing climate-related risks are integrated into the company’s overall risk management (an important aspect of this description is how the company determines the relative significance of climate-related risks in relation to other risks).
- Key performance indicators – The new guidelines set out indicators that companies should consider disclosing (subject to the company’s materiality assessment and in order to facilitate greater comparability of disclosures of non-financial information by companies).
Companies should be able to use the new guidelines for reports published in 2020, covering the financial year 2019. Feedback on the use of the guidelines is expected to be gathered in the second half of 2020.
LSE: AIM Notice 56
On June 20, 2019 the London Stock Exchange (LSE) published AIM Notice 56 (Notice). The Notice sets out the updates to the AIM Rulebooks that will apply once the new Prospectus Regulation (EU) 2017/1129 comes into effect on July 21, 2019.
References in the AIM Rulebooks to the Prospectus Rules are being updated to align with the changes being implemented under the new Prospectus Regulation. The AIM Rulebooks to be updated are (a) AIM Rules for Companies, (b) AIM Note for Investing Companies, (c) AIM Note for Mining, Oil and Gas Companies and the LSE has published the updates to the AIM Rulebooks as annexes to the Notice. The Prospectus Rules – AIM Annex document has also been amended (for illustrative purposes only).
The LSE updates will take effect from July 21, 2019 and the updated AIM Rulebooks will be available on the website on this date. AIM companies and new applicants that are preparing an admission document to be published on or after this date should apply the updated requirements.
Creating a Responsible Payment Culture: Call for Evidence in Tackling Late Payment – Government response
On June 19, 2019 the Government published its response (Response) in relation to the call for evidence on tackling late payment published in October 2018 (Call for Evidence).
The Call for Evidence was themed around three different areas: existing payment practices and experiences; existing measures to improve payment practices; and new measures to improve payment practices.
The Government notes that respondents expressed a wide range of views and there was no real consensus, either on the extent of the issue or on the best solution to the problem. However a number of key themes emerged which provide a solid basis on which to act.
The Government intends to introduce a broad package of policy measures that will: increase board level responsibility; unlock the benefits of technology for more Small and Medium Sized Enterprises (SMEs); and set clear standards of best practice. These include (amongst other things):
- A plan to seek views in a consultation on the merits of strengthening the ability of the Small Business Commissioner (Commissioner) to assist and advocate for small business in the area of late payments.
- Reform and strengthening of the voluntary Prompt Payment Code and moving responsibility for it to the Commissioner – the Government will engage with signatories and wider industry to shape these reforms.
- Taking a tough compliance approach to large companies that do not comply with the payment practices reporting duty.
- Bringing greater transparency to how supply chain finance is reported in company accounts and assessed in audits by working with the Financial Reporting Council to develop guidance and build it into their sampling of companies’ accounts.
The Government also notes that it is working through the implementation of the announcement in the Chancellor’s 2019 Spring Statement that the Government will require large companies’ audit committees to review payment practices and report on them in their annual accounts. The Response notes that this will preferably be implemented through guidance that clearly sets out the expectation that audit committees will review payment practices and report on them in their annual reports but that, if necessary, the Government will consider legislation to ensure that the issue of late payments is given sufficient attention by the boards of larger companies.
BEIS: Report on executive pay – Government response
On June 13, 2019 the Business, Energy and Industrial Strategy Select Committee (BEIS Committee) published the Government's response to the BEIS Committee’s report ‘Executive rewards: paying for success’ (the Report). The Report was published on March 26, 2019 and made several recommendations in relation to a stronger link between executive and employee pay, the use of profit-sharing schemes and employee representatives on remuneration committees.
The Government considers the BEIS Committee’s recommendations to be a useful contribution to the continuing public debate on high levels of executive reward. However, the Government believes that the current UK framework gives shareholders sufficient information and powers with which to hold companies to account on executive pay and notes that shareholders are increasingly demonstrating their readiness to voice dissatisfaction over executive pay when it is poorly structured or not matched by performance. In its response the Government also points to recent and ongoing reforms, including the introduction of pay ratio reporting requirements, the introduction of stronger UK Corporate Governance Code (UKCG Code) provisions, the implementation of the executive pay aspects of the revised Shareholder Rights Directive and the replacement of the Financial Reporting Council with a new regulator.
The Government notes that its priority at this stage is to focus on the effective implementation and assessment of recent reforms before considering significant further changes. However, it would consider further action in the future unless there is clear evidence that companies are taking active and effective steps to respond to significant shareholder concerns about executive pay outcomes.
The Government’s responses to recommendations made in the Report include, amongst others:
- In relation to the recommendation that the new regulator monitors how remuneration reports and better reporting against section 172 Companies Act 2006 (CA 2006) meet the aims of increased transparency and alignment of pay with objectives, the Government confirmed that this is its expectation as part of the new regulator's expanded and strengthened corporate reporting review function.
- In response to the recommendation that the new regulator monitors companies’ compliance with the UKCG Code with a view to making an assessment of which method of engagement with employees proves most effective and recommending changes, the Government envisages the new regulator prioritising an assessment of how effectively companies are reporting against new provisions in the UKCG Code and notes that, based on that reporting, the regulator will be able to investigate the range of engagement techniques that companies have adopted in response to the revised UKCG Code. However it notes that assessing the effectiveness of the engagement mechanisms themselves is a matter for companies and is an area on which shareholders should be ready to challenge management based on the new information being provided in annual reports.
- In response to the recommendation that all companies should be required to appoint at least one employee representative to the remuneration committee, the Government is clear that it does not believe that one method would be suitable for all given the huge variety of UK companies and group structures.
- In relation to the recommendation that pay ratio reporting requirements be expanded to include all organisations with over 250 employees and that the lowest pay band be included alongside the quartile data required, the Government notes that the introduction of pay ratio reporting for quoted companies is a significant reform and that it intends to monitor the impact of this new requirement when reporting first begins next year before considering any potential extension to other types of employer or extending pay ratio reporting to include the lowest pay band. It also notes that the Wates Corporate Governance Principles for Large Private Companies should also encourage more voluntary disclosure.
- In relation to the suggestion that primary responsibility for changing the environment on executive pay rests with asset owners, rather than asset managers, and the recommendation that the new Stewardship Code includes a requirement for asset owners to provide much more detailed information about their objectives, including those in relation to executive pay, the Government notes (amongst other things) that it believes that it is the role of both asset owners and managers as well as companies to consider pay and performance.
Council of the EU: Digital tools and processes in company law - adoption of Directive
On June 13, 2019, the Council of the EU announced that it had adopted a Directive amending Directive (EU) 2017/1132 regarding the use of digital tools and processes in company law. The new directive promotes the use of online tools in the contacts between companies and public authorities throughout their lifecycle.
No material amendments have been made to the text adopted by the European Parliament on 18 April 2019. The new rules are intended to ensure, amongst other things, that:
- Companies are able to register limited liability companies, set up new branches and file documents in the business register fully online.
- National model templates and information on national requirements are made available online and in a language broadly understood by the majority of cross-border users.
- Rules on fees for online formalities are transparent and applied in a non-discriminatory manner.
- Fees charged for the online registration of companies do not exceed the overall costs incurred by the member state concerned.
- The 'once-only' principle applies, meaning that a company will only need to submit the same information to public authorities once.
- Documents submitted by companies are stored and exchanged by national registers in machine-readable and searchable formats.
- More information about companies is made available to all interested parties free of charge in the business registers.
In addition, the new Directive sets out the necessary safeguards against fraud and abuse in online procedures, maintains the involvement of notaries or lawyers in company law procedures as long as these procedures can be completed fully online and foresees exchange of information between member states on disqualified directors in order to prevent fraudulent behaviour. The new Directive does not harmonise substantive requirements for setting up companies or doing business across the EU.
The new Directive will enter into force on the twentieth day following its publication in the Official Journal of the EU.
FSB: Task force on Climate-related Disclosures - 2019 Status Report
On June 5, 2019 the Task Force on Climate-related Financial Disclosures (TCFD) established by the Financial Stability Board (FSB) published its 2019 Status Report. The Status Report provides an overview of the extent to which companies, in their 2018 reports, included information aligned with the core TCFD recommendations published in June 2017, and follows from the TCFD’s 2018 Status Report. The Status Report highlights key challenges associated with implementing the recommendations, and outlines some of the efforts the TCFD will consider undertaking in coming months to help address some of the implementation challenges.
In preparing the Status Report, the TCFD reviewed reports from over 1,000 large companies in a range of sectors and regions over a three-year period. In addition, the TCFD conducted a survey to understand companies’ efforts to implement the 2017 recommendations as well as users’ views on the usefulness of climate-related financial disclosures for decision-making. Although the TCFD found results encouraging, it is concerned that not enough companies are disclosing decision-useful climate-related financial information and considers that this could be problematic for financial markets if market participants do not have sufficient information about the potential financial impact of climate-related issues on companies.
The key themes and findings from the Status Report are as follows:
- Disclosure of climate-related financial information has increased since 2016, but is still insufficient for investors. The TCFD recognises the progress being made to improve the availability and quality of climate-related financial information, however, given the speed at which changes are needed to limit the rise in the global average temperature, it believes more companies need to consider the potential impact of climate change and disclose material findings
- More clarity is needed on the potential financial impact of climate-related issues on companies. In the Status Report the TCFD reminds companies that without such information, users may not have the information they need to make informed financial decisions.
- Of companies using scenarios, the majority do not disclose information on the resilience of their strategies. This is an important gap in disclosure for companies with material climate-related risks, but the TCFD understands that companies are still early in the process of using climate-related scenarios internally, evolving their approaches, and learning how to integrate scenarios into corporate strategy formulation processes.
- Mainstreaming climate-related issues requires the involvement of multiple functions. The TCFD believes involvement of multiple functions is critical to mainstreaming climate-related issues, especially the involvement of the risk management and finance functions.
On the whole, the TCFD welcomes the level of progress in implementing the 2017 recommendations among companies traditionally engaged on climate-related issues, but is still concerned that not enough companies are disclosing information about their climate-related risks and opportunities. As a result, the TCFD, amongst other things, encourages:
- More companies to use its recommendations as a framework for reporting on climate-related risks and opportunities, especially companies with material climate-related risks.
- Companies in early stages of evaluating the impact of climate change on their businesses and strategies, and those that have determined climate-related issues are not material, to disclose information on their governance and risk management practices.
- Investors and other users of climate-related financial information to engage with companies on the specific types of information that are most useful for decision-making.
Over the coming months, the TCFD will continue to promote and monitor adoption of its 2017 recommendations and will prepare another status report for the FSB in September 2020. Other areas in which the TCFD is considering additional work are the following:
- Clarifying elements of the TCFD’s supplemental guidance contained in the annex to its 2017 report.
- Developing process guidance around how to introduce and conduct climate-related scenario analysis.
- Identifying business-relevant and accessible climate-related scenarios.
BEIS: The Future of Audit - Government Response to the Committee’s Nineteenth Report of Session 2017–19
On June 7, 2019 the Business, Energy and Industrial Strategy Committee published the Government's response (the Response) to the Department for Business, Energy and Industrial Strategy (BEIS) report on the future of audit (the Report).
In the Response, the Government notes that it wants an open, competitive audit market, delivering the high-quality product needed by its users, underpinned by a highly effective regulator and that this is why it has commissioned three reviews to comprehensively review and update the regulatory framework for audit and corporate reporting, namely:
- An independent review of the Financial Reporting Council (FRC) by Sir John Kingman which was announced in April 2018 and published in December 2018 and is currently subject to Government consultation.
- The Competition and Markets Authority (CMA) market study on the statutory audit market which began in October 2018, published its interim report in December 2018 and published its final report in April 2019 – the Government will be consulting on the CMA’s recommendations.
- An independent review into the quality and effectiveness of audit by Sir Donald Brydon which was announced in December 2018 and a call for views which was published in April 2019 and which closed on 7 June 2019.
The Response notes that the outcome of all of these reviews are, or will be, subject to public consultation by the Government and that the Government is committed to acting on their findings.
The Government also responds on specific recommendations made in the Report, including (amongst others) the following:
- Recommendation that the FRC make graduated findings mandatory: The Response notes that the Government welcomed Sir John Kingman’s recommendation to consider requiring further enhancement to the independent auditor’s report to include ‘graduated’ findings, however it is also noted that careful consideration would be needed to ensure the impact of such change ensures the promotion of positive action by audit firms. Sir Donald Brydon’s review also seeks evidence and views on the benefits that moving to a more graduated disclosure of audit findings could bring, and in the light of that further evidence the Government will consider making graduated findings mandatory.
- Recommendation that there should be a requirement in the new Stewardship Code for investors and asset owners to consider audit matters: The Government is in agreement that the Stewardship Code must be improved. It notes that the FRC has recently consulted on a revised Stewardship Code and will bring forward a new Code in light of responses (also taking account of Sir John Kingman’s recommendations in relation to stewardship) and that Sir Donald Brydon’s review is seeking views and evidence on how investors currently make use of audit as well as their likely future needs.
- Recommendation that the FRC urgently reminds directors and auditors of their duties relating to the accounts and impose severe sanctions for breaches. Most importantly, auditors must be prepared to challenge management on their accounting of realised profits and distributable reserves: The Government is considering whether companies should be required to disclose their available reserves and realised profits (see also below). It notes that this change would make the figures subject to audit and give auditors a clearer locus to challenge management on their accounting of realised profits and distributable reserves.
- Recommendation that the Government and FRC should work together to resolve these issues as soon as possible and produce simple and prudent guidance for companies and auditors to follow and that the Government and FRC urgently produce a clear, simple and prudent definition of what counts as realised profits for the purpose of distributions: The Government recognises the need for greater clarity in the definition of realised profits and about the relationship between international accounting standards and the UK's capital maintenance regime. It will take full account of recommendations from Sir Donald Brydon’s review which is looking at the role of auditors in determining whether directors are complying with capital maintenance obligations and other requirements, and which has called for views on how perceived inconsistencies between international standards and company law capital maintenance might be resolved.
- Recommendation that the Government urgently takes steps to tighten the net assets test: The Government notes that it is clear that companies need to exercise care over the valuation of goodwill, particularly where it is significant in determining whether a proposed dividend can be paid and that auditors should be demonstrating strong professional scepticism and challenging management robustly where they believe goodwill is overvalued and needs to be impaired. The Government will consider whether additional steps should be taken to tighten the net assets test as part of its consideration of ways to strengthen the framework governing dividend payments.
- Recommendation that companies be required to disclose the balance of distributable reserves in the annual accounts and break down profits between realised and unrealised: The Government notes that a minority of companies already disclose their distributable reserves on a voluntary basis and that it encourages more companies to follow this good practice. It is, however, considering whether to go further and to make this a legal requirement and has taken careful note of the Report’s recommendation. The Government also notes (amongst other things) that it intends to consider the recommendations of Sir Donald Brydon’s review, alongside its own work, before reaching conclusions on whether (and, if so, how) to implement a new disclosure requirement taking account of the need for any requirement to be practical, proportionate and useful to investors.
- Recommendation that the Government adopts a complementary solvency-based system, in which directors must state that dividend payments will not make the company insolvent or create cashflow problems: The Government will consider this recommendation, which is focused specifically on dividends, as part of its consideration of ways to clarify and strengthen the framework governing dividend payments. The Government notes, however, that the UK Corporate Governance Code already asks company boards to assess the prospects of a company over an appropriate time period and to state whether the company will be able to continue in operation and meet its liabilities as they fall due over the chosen period.
How will latest changes to Volcker Rule affect non-US banks?
Kathleen A. Scott discusses the final Volcker Rule, focusing on some of the issues raised by non-US banks in their comments.