Thursday, 17 January 2019

IOSCO report: Good Practices for Audit Committees in Supporting Audit Quality

The International Organisation of Securities Commissions has today published its final report Good Practices for Audit Committees in Supporting Audit Quality: see here (pdf). The report, as its title suggests, proposes various features that an audit committee should have in order to promote and support (external) audit quality.  These include the qualities, qualifications and experience of audit committee members.

Japan: Legislative Council publishes corporate governance reforms

The Nikkei Asian Review reports that "[a] government panel [a subcommittee of the Ministry of Justice Legislative Council] released a package of corporate governance reform proposals on Wednesday, setting out such rules as requiring larger corporations - both listed and unlisted - to have outside directors. The government plans to submit relevant legislative revisions to the ordinary Diet session slated to convene soon, with 2020 set as the target year for implementation". A copy of the news report is available here.

Wednesday, 16 January 2019

Nigeria: launch of the national corporate governance code

The Financial Reporting Council has announced the unveiling (by His Excellency, Prof. Yemi Osinbajo, Vice President of the Federal Republic of Nigeria) of the new Nigerian Code of Corporate Governance. It is not yet clear, from the FRC's announcement and website, whether the unveiled Code is different from the version published last year for consultation (about which, see here).

Update (17 January 2019): a copy of the Code is available here.

Tuesday, 15 January 2019

UK: Report calls for new approach to corporate and financial regulation

The report commissioned by the Shadow Chancellor, the Rt Hon John McDonnell MP, on the UK's financial and corporate regulatory architecture, has been published: see here (pdf). The report is highly critical of the current framework and makes various recommendations including the creation of a Business Commission, an umbrella organisation that would oversee and coordinate the activities of sub-Commissions. The sub-Commissions would have responsibility for specific aspects and sectors (e.g., corporate governance; accounting; insolvency). All of the Commissions would have a Supervisory Board formed of citizens and societal stakeholders. A separate Commission would be responsible for enforcement.

Monday, 14 January 2019

UK: England and Wales: section 423 of the Insolvency Act 1986

Judgment was given last Friday in Deansgate 123 LLP v Workman & Anor [2019] EWHC 2 (Ch). The decision is of interest because of the discussion it contains about the extent to which the bringing of a claim under section 423 ("Transactions defrauding creditors") of the Insolvency Act 1986 would amount to an abuse of process. It is interesting, too, because of what the trial judge, HHJ Eyre QC, said about section 423: it "provides the the court with a discretion to set aside transactions in certain circumstances but it is not to be seen as some form of punishment of wrongdoers – if only because the recipient of a transfer which is ultimately set aside may be entirely innocent of any wrongdoing" (para. [57]).

Friday, 11 January 2019

IFC and BRVM to develop corporate governance code

The International Finance Corporation, part of the World Bank Group, has published details of its partnership with the Bourse Régionale des Valeurs Mobilières (BRVM; the West Africa Regional Stock Exchange) one of the aims of which is to help BRVM develop and introduce a corporate governance code: see here.

Thursday, 10 January 2019

OECD consults on new anti-corruption and integrity guidelines for state owned enterprises

The OECD has published for comment a draft of its new Anti-Corruption and Integrity Guidelines for State-Owned Enterprises. The Guidelines, available here (pdf), are intended for the use of states in their promotion of integrity and anti-corruption and complement the OECD's Guidelines on Corporate Governance of State-Owned Enterprises.

France: AMF report on corporate governance and executive compensation

France's financial market regulator, the Autorité des Marchés Financiers (AMF), has published its 2018 report on corporate governance and executive compensation in large listed companies. A copy of the report, in English, is available here. A summary, also in English, is available here.

Wednesday, 9 January 2019

Ireland: Establishing the Corporate Enforcement Authority

In October 2017, the Government accepted a recommendation that the Office of the Director of Corporate Enforcement (ODCE) should no longer be an Office within the Department of Business, Enterprise and Innovation and should instead become an Agency, in the form of a Commission. The legislation that will bring about this change, including the renaming of the ODCE to the Corporate Enforcement Authority, was published last month alongside a regulatory impact assessment: see here.

UK: CIPD/HPC report on remuneration committee reform

The CIPD and High Pay Centre have published a joint report on the operation of remuneration committees: see here (pdf). Amongst the recommendations made is one calling for the replacement of the remuneration committee with a 'people and culture' committee, the membership of which to be more broadly based than is currently the case with remuneration committees.