Tuesday 17 April 2018

UK: The Kingman review of the Financial Reporting Council - objectives and scope published

The terms of reference for the Kingman review of the Financial Reporting Council have been published: see here (pdf). The review has been given two objectives: to enable the FRC to "stand as a beacon for the best in governance, transparency and independence" and to ensure that it is "fit for the future". The scope of the review includes the FRC's objectives, governance and transparency; its independence (including conflicts of interest); and its impact, resources and capacity.

Wednesday 11 April 2018

India: corporate social responsibility committee - membership and terms of reference

The membership of the committee formed by the Ministry of Corporate Affairs to review the corporate social responsibility provisions of the Companies Act, 2013, has been announced alongside publication of the committee's terms of reference: see here (pdf).

Tuesday 10 April 2018

UK: FRC outlines new approach to the monitoring of the largest audit firms

The Financial Reporting Council has today published preliminary information about its new approach to the monitoring of the 'Big Six' audit firms (as part of its recently announced three year strategy): see here. This will include, as part of the FRC's examination of firms' leadership and governance, the articulation of expectations regarding the skills, experience and attributes of candidates for Heads of Audit and Ethics partner positions as well as independent non-executives. The FRC will provide firms with feedback on how well appointees meet these expectations and, because it does not have specific powers to do so, will rely on firms' cooperation.

Monday 9 April 2018

UK: Commons Treasury Committee launches economic crime inquiry

The House of Commons Treasury Committee has begun an inquiry exploring certain aspects of economic crime: see here. More specifically, there two broad areas for examination have been identified: (1) anti-money laundering and sanctions (including, for example, the scale of money laundering and the impact of the regulatory regime); (2) consumers and economic crime (including, for example, the effectiveness of financial institutions in combating economic crime and the security of consumer data).

Friday 6 April 2018

Zimbabwe: company law reform - the Companies and Other Business Entities Bill, 2018

The Companies and Other Business Entities Bill, which will set out Zimbabwe's new company law framework, has been published.  A copy of the Bill is not yet available on the Parliament website (it ought to appear here in due course). A copy of the memorandum accompanying the Bill has, however, been published on the Veritas website - see here (pdf) - and from this it is possible to get a good sense of the changes being proposed. With regard to directors' duties, it would seem that Zimbabwe will be adopting a provision very similar to the duty to promote the success of the company found in section 172 of the UK Companies Act 2006 (see what is said about clause 186 in the memorandum).

Public hearings in respect of the Bill are now underway: see here.

Update (9 May 2018) - a copy of the bill is now available: see here.

IOSCO: regulatory reporting and public transparency in the secondary corporate bond markets

The International Organisation of Securities Commissions has published its final report on regulatory reporting and and public transparency in the secondary corporate bond markets: see here (pdf). In summary, the report provides recommendations designed to give regulators better access to information and to facilitate better informed investment choices.

Japan: consultation on corporate governance code revisions and new guidelines on investor engagement

The Council of Experts on Japan’s Corporate Governance and Stewardship Codes is proposing revisions to the Governance Code and the introduction of Guidelines on investor engagement, the latter intended to support the application of the Stewardship Code: see here (pdf).

UK: England and Wales: conviction for providing false information to the registrar of companies

Companies House is reporting what it suggests is the first prosecution under section 1112 of the Companies Act 2006: see here. Under section 1112 an offence is committed where a person knowingly, or recklessly, provides the registrar with a document that is misleading, false or deceptive in a material particular. The case concerned an individual, Kevin Brewer, who as part of the incorporation process gave the names of directors and shareholders who had not consented to be involved in the companies.

[On a related note, Companies House has, this week, published its business plan for 2018/19: see here (pdf)].