Wednesday 27 September 2017

UK: ICSA / IA guidance - the stakeholder voice in board decision making

ICSA and the Investment Association have published a guidance document titled The Stakeholder Voice in Board Decision-Making: see here (pdf). The guidance - welcomed by the Government and Financial Reporting Council - contains ten core principles, and its purpose is " help company bards think about how to ensure they understand and weigh up the interests of their key stakeholders when taking strategic decisions".

Tuesday 26 September 2017

Canada: corporate governance reform - an update

An update on the Bill that will, when enacted, make changes to the governance framework by amending the Canada Business Corporations Act, the Canada Cooperatives Act, and the Canada Not-for-profit Corporations Act. The Bill has begun its journey through the Senate, receiving first reading on June 21 and starting its second reading on September 19.  The text of the Bill is available here and further information is available here and here. Among the changes proposed are those relating to the election of directors (including annual elections and votes for individual directors), the disclosure of information regarding board diversity and communications with shareholders.

Thursday 21 September 2017

Netherlands: draft of the first Dutch Stewardship Code published

Eumedion - the foundation representing institutional investors in the Netherlands - has published a draft Stewardship Code: see here (pdf). The new Code builds on Eumedion's Best Practices for Engaged Share-Ownership, published in 2011 (here, pdf). It contains eleven principles and is intended to come into force on 1 January 2018.

Wednesday 20 September 2017

Singapore: MAS removes requirement for mandatory audit rotation of local banks

Last month the Monetary Authority of Singapore announced, in response to an earlier consultation, that it would be removing the requirement for the mandatory rotation of firms auditing local banks: see here (pdf). In reaching this decision, MAS cites the "regulatory developments since 2008 that have introduced additional safeguards to enhance the quality and independence of external audit, the primary responsibility of audit committees in ensuring the independence, objectivity and quality of external audit, and the potential risk of audit gaps arising from frequent change of auditors".

Tuesday 19 September 2017

UK: Takeover Panel - consultation paper on statements of intention and related matters

The UK Takeover Panel Code Committee has published a consultation paper titled Statements of intention and related matters: see here (pdf). Amendments are proposed to Rules 2.7, 19.5, 19.6, 24 and 25 of the Takeover Code, the effect of would be, for example, to bring forward the requirement for an offerer to make statements of intention to the time at which the announcement of a firm intention to make an offer is made.

Monday 11 September 2017

South Africa: shareholder voting and auditor reappointment

Mandatory audit firm rotation will be introduced in South Africa from 2023. Meanwhile, the Independent Regulatory Board for Auditors has been monitoring shareholder voting at general meetings in respect of auditor reappointment and has found what it describes as a "visible trend towards voting against the reappointment of auditors": see here.

Friday 8 September 2017

India: SEBI consults on the credit rating agency regulatory framework

The Securities and Exchange Board of India is consulting on the regulatory framework applicable to credit rating agencies: see here.

Thursday 7 September 2017

Pakistan: the Listed Companies (Code of Corporate Governance) Regulations 2017

Last week the Securities and Exchange Commission announced the publication of draft Regulations setting out governance standards for listed companies: see here (pdf). A copy of the Regulations (their full title being the Listed Companies (Code of Corporate Governance) Regulations 2017) is now available in English: see here (pdf).

Update (24 November 2017) - the final version of the Regulations has been published: see here (pdf).

Wednesday 6 September 2017

UK: PLSA discussion paper - 'Good governance - how to get there'

The Pensions and Lifetime Savings Association has published a discussion paper titled 'Good governance - how to get there': see here (pdf). The paper calls, amongst other things, for a rebalancing of the regulatory priorities of the Pensions Regulator, with a stronger emphasis on the scrutiny of board appointments and effectiveness.

Tuesday 5 September 2017

Hong Kong: the Companies (Amendment) Bill 2017

The Companies (Amendment) Bill 2017 was introduced in the Legislative Council earlier this year and has received its first reading. A copy of the Bill, as introduced, is available here (pdf). A briefing note is available here (pdf). The Bill contains, for companies incorporated in Hong Kong, the framework for maintaining a register of significant controllers.

Monday 4 September 2017

A joint statement from the "Five Chairmen Group"

Earlier this year the chairmen of corporate governance committees from Germany, France, Italy, the United Kingdom and the Netherlands met for their third annual meeting: see here. A joint statement was published after the meeting: see here (pdf). The Group has, amongst other things, called for a flexible approach in the new implementation of the new Shareholders' Rights Directive.

South Africa: reviewing the Companies Act, 2008

Reports in the media suggest that the Department for Trade and Industry has begun a review of the Companies Act, 2008: see, for example, here.

Friday 1 September 2017

Pakistan: SECP publishes draft Listed Companies (Code of Corporate Governance) 2017

The Securities and Exchange Commission has announced the publication of draft Regulations setting out governance standards for listed companies. The draft Regulations, titled the Listed Companies (Code of Corporate Governance) 2017 - will be published shortly. Meanwhile, some background information is available in the accompanying press release: see here (pdf).