The revised Corporate Governance Code and updated Guidance on the Strategic Report are due in July. Other key items on the agenda this month include consultations on personal liability for directors for nuisance calls, and on periodic financial information and inside information. Thomson Reuters is also hosting its annual GC Leadership Summit on 3 July 2018.
Revised Corporate Governance Code coming in July
The revised Corporate Governance Code is due to be published on 16 July 2018 and the Financial Reporting Council (FRC) will also publish updated Guidance on the Strategic Report in July.
The government has recently published the draft Companies (Miscellaneous Reporting) Regulations 2018. The regulations introduce additional corporate governance reporting disclosures that companies must make in relation to:
- Section 172 of the Companies Act 2006.
- Engagement with employees.
- Engagement with suppliers and customers.
- Corporate governance arrangements.
- CEO pay ratio.
- Outcomes from share-based incentive schemes.
The regulations will be effective for financial years beginning on or after 1 January 2019.
BEIS has published a Questions and Answers document to help companies understand the new requirements.
Earlier this month the FRC issued a draft of the Wates Corporate Governance Principles for Large Private Companies for public consultation. Although they are designed to help companies comply with the draft Companies (Miscellaneous Reporting) Regulations 2018, the principles will help companies of all sizes understand and apply good practice in corporate governance.
Consultation on personal liability for directors for nuisance calls
With the intention of tackling the problem of nuisance calls more effectively, the government has published proposals to empower the Information Commissioner’s Office (ICO) to impose civil penalties of up to £500,000 on directors of companies in breach of nuisance call rules. The ICO currently has the power to fine companies, rather than directors, responsible for such breaches but companies are often dissolved once a fine is issued, resulting in many fines being unpaid. The consultation closes on 21 August 2018.
Thomson Reuters 2018 GC Leadership Forum
Thomson Reuters is hosting its annual GC Leadership Summit in London on 3 July 2018. This year’s Summit is supported by the GC100 and will be co-chaired by Grant Dawson (General Counsel and Company Secretary at Centrica) and Rosemary Martin (Group General Counsel and Company Secretary at Vodafone).
The focus is the Law Department of the Future and it is targeted at both current and aspiring general counsel and law department leaders. Session themes include how to effectively harness the value of new tools and technology, managing stress and mental health, and identifying legal department KPIs. Book your place.
Annual reporting and AGMs: emerging trends
Practical Law Corporate has published an article highlighting emerging trends from the 2018 annual reporting and AGM season including:
- CEO pay ratio reporting.
- The independence and tenure of non-executive directors.
- Brexit disclosures.
- Amendments to articles of association.
LIBE Committee requires US to comply with EU-US Privacy Shield
The European Parliament’s Civil Liberties (LIBE) Committee has called on the European Commission to suspend the EU-US Privacy Shield as at present it is not compliant with the General Data Protection Regulation ((EU) 2016/679) (GDPR) and does not protect EU citizens. MEPs stated that the US must comply with the data exchange deal by 1 September 2018 or risk suspension.
More provisions of Data Protection Act 2018 coming into force
Most of the provisions of the Data Protection Act 2018 (DPA 2018) came into force on 25 May 2018 but several other provisions of the DPA 2018 come into force on 23 July 2018. They include provisions dealing with the Information Commissioner’s duty to prepare several codes of practice, the representation of data subjects and the Framework for Data Processing by Government.
The ICO has continued to update its Guide to the General Data Protection Regulation following the GDPR becoming directly applicable across the EU on 25 May 2018. It has published detailed guidance on:
Decision on internal investigations and legal professional privilege due
The appeal of Director of the Serious Fraud Office v Eurasian Natural Resource Corporation Ltd [2017] EWHC 1017 is due to be heard in July. Hopefully the decision will clarify whether documents created during internal investigations when a criminal investigation is pending should be subject to legal professional privilege.
Dates for the diary
- 6 July 2018. The Draft Finance Bill 2019 is due to be published. Practical Law will publish a summary of the draft legislation on that date.
- 13 July 2018. The Civil Procedure Rule Committee is expected to give final approval to a two-year mandatory disclosure pilot scheme in the Business and Property Courts.
- 23 July 2018. The Financial Conduct Authority’s consultation on a proposed update to the existing technical note on periodic financial information and inside information closes.
- 31 July 2018. House of Lords Select Committee call for evidence on the functioning of the Bribery Act 2010 closes.
