Friday 29 August 2014

Hong Kong: HKEx concept paper on weighted voting rights

The Hong Kong Exchange has published a concept paper in which it seeks views on whether governance structures that give certain shareholders voting power, or other rights, disproportionate to their shareholding, should be permissible for listed companies or those seeking a listing: see here (pdf).

Thursday 28 August 2014

India: SEBI review of continuous disclosure regime for listed companies

The Securities and Exchange Board of India has published for comment a revised version of Clause 36 - containing the core principles on the disclosure of price sensitive and material information by listed companies - that will be included in the Listing Agreement and/or draft SEBI (Listing Obligations and Disclosure Requirements) Regulations 2014: see here (pdf).

Wednesday 27 August 2014

UK: FCA consultation on early implementation of the requirements for reports on payments to governments

The Financial Conduct Authority has published a consultation paper in which it sets out how it proposes to amend its Disclosure Rules and Transparency Rules in order to implement early the Transparency Directive Amendment Directive 2013/50/EU in respect of the obligation of issuers in the extractive industries to report annually on payments made to governments in the countries in which they operate: see here (pdf).

Tuesday 26 August 2014

UK: Scotland: Law Commission trust law reform proposals published

The Scottish Law Commission published its Trust Law report today: see here. Major reforms are proposed, including placing the law within a single statute. A press release and impact assessment can be found here.

Monday 25 August 2014

UK: Lib Dem manifesto proposals for executive pay

The Liberal Democrats have published proposals concerning executive pay that will be included in their 2015 election manifesto: see here. The detail is sparse, but more disclosure and employee consultation is promised.

Friday 22 August 2014

UK: FRC proposes amendments to FRS102

The Financial Reporting Council has published an exposure draft - FRED55: Draft amendments to FRS102, pension obligations - the purpose of which is to clarify issues relating to accounting for defined benefit pension plans in advance of new UK and Irish GAAP becoming mandatory from 1 January 2015: see here (pdf).

Thursday 21 August 2014

UK: Implementation of Chapter ten of the Accounting Directive 2013/34/EU - extractive industry reporting

The Department for Business, Innovation and Skills has published its response to the consultation it recently undertook in respect of the UK's implementation of Chapter ten ("Report on payments to governments") of the EU Accounting Directive 2013/34/EU: see here (pdf). A draft statutory instrument - the Reports on Payments to Governments Regulations 2014 - has also been published: see here (pdf).

It is the Government's intention that those undertakings subject to the Regulations will be required to report on payments made in financial years commencing on or after 1 January 2015. An undertaking is subject to the Regulations if it defined as large, or it is a public interest entity, and it is a mining or quarrying undertaking or a logging undertaking. The definition of undertaking includes limited companies and limited liability partnerships.

Tuesday 19 August 2014

India: OECD report on related party transactions and minority shareholder protection

The OECD has published a report titled Improving Corporate Governance in India - Related Party Transactions and Minority Shareholder Protection: see here (pdf). The report refers to provisions in India's new company law framework - the Companies Act 2013 - but it does not include some recent changes, including those made by the Companies (Meetings of Board and its Powers) Second Amendment Rules 2014: see here (pdf).

Monday 18 August 2014

UK: FTSE100 CEO pay is 143 times that of average employee

According to research published today by the High Pay Centre, the chief executives of FTSE100 companies are paid 143 times more than their average employee: see here.

Update (1 September 2014): The High Pay Centre has admitted errors in its calculations, and is now reporting a ratio of 130:1 and not 143:1. See here for further information. The reliability of the HPC data and calculations is such that The Guardian newspaper has removed from its website an article on the ratio: see here.

Friday 15 August 2014

UK: Companies House annual report and accounts 2013/14

Companies House has published its annual report and accounts for 2013/14: see here. It is reported that 533,032 new incorporations took place during the year, bringing the number of companies on the register to 3.3 million (of which 7,821 are public limited companies).

Thursday 14 August 2014

Singapore: MAS/SGX review of securities market structure and practices - proposals now confirmed

Earlier this year the Monetary Authority of Singapore and Singapore Exchange published a consultation paper titled Review of Securities Market Structure and Practices: see here (pdf). The consultation period closed in early May and, a few days ago, a joint response was published: see here (pdf). The response outlines the actions that will now be taken, including setting a minimum trading price for issuers listed on the SGX Mainboard and the introduction of a wider range of sanctions for breaches of listing rules.

Wednesday 13 August 2014

New Zealand: Law Commission report on multiple defendants proposes capped liability scheme for auditors

Earlier this year the New Zealand Law Commission published its report Liability of Multiple Defendants: see here (pdf). The Commission has concluded that the system of joint and several liability is the preferred system and that it should remain the general rule. This said, the Commission has proposed some adjustments to the current regime, including the introduction of scheme whereby the liability of auditors and audit firms can be capped in respect of large or complex audits including the audits of listed companies.

Tuesday 12 August 2014

UK: England and Wales: employment, bonuses and contractual discretion

Judgment was given last week in Brogden v Investec Bank Plc [2014] EWHC 2785 (Comm). The decision, which concerned unsuccessful claims for bonus payments, is noteworthy because of the discussion it contains regarding the manner in which contractual discretion should be exercised.

The trial judge, Mr Justice Leggatt, observed (at para. [100]): "Both on the authorities and as a matter of principle, it seems to me that where a contract gives responsibility to one party for making an assessment or exercising a judgement on a matter which materially affects the other party's interests and about which there is ample scope for reasonable differences of view, the decision is properly regarded as a discretion which is subject to the implied constraints that it must be taken in good faith, for proper purposes and not in an arbitrary, capricious or irrational manner".

Monday 11 August 2014

UK: NHS Foundation Trust Governance Code - revised edition published

Monitor has published a revised edition of its NHS Foundation Trust Code of Governance: see here (pdf). The revised edition, dated July 2014, replaces the Code published in December 2013. A list of the changes is available here (pdf).

Friday 8 August 2014

Europe: Review of the European System of Financial Supervision

The European Commission has published its review of the European System of Financial Supervision: see here. According to the review reports, the European Supervisory Authorities has performed well; further improvements are, however, identified for the short and medium term in order that they are able to fully exploit their mandates.

Thursday 7 August 2014

UK: FCA restrictions on the distribution of CoCos to retail investors

Section 138I of the Financial Services and Markets Act 2000, inserted by section 24 of the Financial Services Act 2012 - imposes obligations on the Financial Conduct Authority in respect of the exercise of its rule-making powers, including, for example, publishing a draft of the rules accompanied by a cost benefit analysis. An exception is provided by section 138M of the 2000 Act in respect of temporary product intervention rules, the first use of which was illustrated earlier this week when the FCA announced that it would impose restrictions on the distribution of contingent convertible securities (CoCos) to retail investors from 1 October: see here (pdf).

At European level, the risks associated with investment in CoCos were highlighted on 1 August in a statement published by the European Securities and Markets Authority: see here (pdf).

UK: FCA consultation - workplace pensions and independent governance committees

The Financial Conduct Authority has published for consultation the rules it proposes to make in order to require certain firms to establish independent governance committees in respect of their workplace personal pension schemes: see here (pdf).

Wednesday 6 August 2014

UK: Part V of the Walker Guidelines - amended version published

Part V of the Guidelines for Disclosure and Transparency in Private Equity (also known as the Walker Guidelines) were amended last month. The amended version of Part V is available here (pdf) and replaces part V and Annex D from the Guidelines issued in 2007.

Tuesday 5 August 2014

The fourth edition of the ICGN Global Governance Principles

The codes and principles directory maintained by the European Corporate Governance Institute was updated yesterday with a copy of the fourth edition of the Global Governance Principles published by the International Corporate Governance Network: see here.

Monday 4 August 2014

Europe: Single Resolution Mechanism Regulation published

The 30 July 2014 (L225) edition of the Official Journal of the European Union contains Regulation (EU) No 806/2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund: see here. Background information is available here.

Friday 1 August 2014

UK: FCA consults on transposition of the Recovery and Resolution Directive

The Financial Conduct Authority has published for consultation the changes it proposes to make to its Handbook as part of the UK's transposition of European Directive 2014/59/EU on the establishment of a framework for the recovery and resolution of credit institutions and investment firms: see here (pdf). The Prudential Regulation Authority is also undertaking a consultation in respect of the changes it will make to its Handbook: see here.