With the announcement of a new Prime Minister due in July, Brexit remains at the top of the agenda for businesses. This month there are also some corporate governance developments to keep an eye on and Thomson Reuters is hosting its annual GC Leadership Summit.
Thomson Reuters GC Leadership Forum
Thomson Reuters is hosting its annual GC Leadership Summit in London on 10 July 2019. The event will be co-chaired by Alison Kay (Group General Counsel and Company Secretary at National Grid) and Andrea Harris (Group Chief Counsel and Head of Sustainability at WPP). This year, sessions include:
- Ethics, corporate culture and the role of the GC as leader.
- Achieving diversity in gender, ethnicity and social mobility.
- How do you reward and incentivise your team when cost savings are required?
- Insights from a former GC on converting to a CEO role.
Brexit planning
On 12 June 2019, the House of Commons (HoC) rejected a motion that would have given it control of parliamentary business on 25 June 2019. The motion, if passed, would have allowed the HoC to decide whether to debate and vote on the HoC stages of a Private Members’ Bill to prevent an incoming Prime Minister from proroguing Parliament or from pursuing a no-deal policy without Parliament’s consent. No-deal is the default scenario under Article 50. The UK will leave the EU on 31 October 2019 with no withdrawal agreement and no transition period if, by then:
- The withdrawal agreement is not ratified.
- There is no further extension.
- The UK does not revoke its Article 50 notice.
Practical Law has published an Article, Could Parliament stop a no-deal Brexit?.
The European Commission has adopted a fifth Communication taking stock of preparations for a no-deal Brexit. The Commission believes that a no-deal scenario is still a realistic, although undesirable, outcome.
Corporate governance
ICSA has published a consultation as part of its review of the effectiveness of independent board evaluation in the UK listed sector. Among other things, ICSA seeks views on the purpose of board evaluation and whether there is a need for a voluntary code of practice for the providers of board evaluation services. The deadline for responding to the consultation is 5 July 2019.
BEIS has published a Q&A on the reporting requirements introduced by the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019 (DRRP 2019). Among other things, the Q&A explains both the scope of the DRRP 2019 (including the companies that are subject to its provisions and which directors’ remuneration must be reported) and the applicable timetable for complying with its requirements.
The BEIS Select Committee has published the government’s response to its report on executive rewards. Although the government generally welcomed the report, it stated that its priority was to focus on the effective implementation of a series of recent and ongoing reforms before considering significant further changes. These include the introduction of pay ratio reporting requirements, amendments to the UK Corporate Governance Code and the replacement of the FRC with a successor body.
Practical Law has published several resources on the Wates Corporate Governance Principles for Large Private Companies:
- Video, Wates Corporate Governance Principles for Large Private Companies featuring David Styles, Director of Corporate Governance and Stewardship at the FRC.
- Checklist, Applying the Wates principles for large private companies: questions to ask for use by companies who have chosen to apply the Wates principles as a corporate governance code for financial years beginning on or after 1 January 2019.
- Blog post, Wates Corporate Governance Principles for Large Private Companies by Elise Perraud of NEDonBoard.
Standard contractual clauses
The Irish High Court’s referral to the ECJ relating to the validity of Facebook’s standard contractual clauses will be heard on 9 July 2019, with the judgment expected after the Summer. The outcome will be awaited by the many organisations that rely on such standard contractual clauses for their data transfers.
Non-disclosure agreements in discrimination and harassment cases
The Women and Equalities Select Committee (WESC) has published a report on the use of non-disclosure agreements (NDAs) in discrimination and harassment cases. It calls on the government to “reset the parameters” around the use of NDAs and address the perceived failings of the employment tribunal system to ensure that all employees who have experienced discrimination or harassment have a meaningful route of redress. The WESC makes several recommendations, including:
- Ensuring that NDAs cannot prevent legitimate discussion of allegations of unlawful discrimination or harassment.
- Requiring standard, plain English confidentiality and non-disparagement clauses to be used in settlement agreements.
Dates for your diary
1 July 2019
- Electronic filing (CE-File) becomes mandatory for professional users in Queen’s Bench Division in London.
- Government consultation on a package of online safety measures closes.
- European Commission Delegated Regulations that set out rules for the safe and secure use of drones, and the design and manufacture of drones, come into force.
3 July 2019
Date by which the European Commission must submit a report to the European Parliament and the Council on various aspects of the Market Abuse Regulation.
14 July 2019
Closing date for the call for evidence for the government’s intended National Data Strategy.
21 July 2019
Prospectus Regulation enters into force.
25 July 2019
Closing date for the Financial Reporting Council consultation on proposed revisions to Standards for Investment Reporting 1000-5000.
30 July 2019
Interim report by the Centre for Data Ethics and Innovation on how data is used to shape people’s online environments via the personalisation and targeting of messages, content and services online expected to be published.
