Tuesday 21 December 2021

Singapore: Court of Appeal considers reflective loss principle

In one of the most important company law decisions of the year - Miao Weiguo v Tendcare Medical Group Holdings Pte Ltd [2021] SGCA 116 (pdf) - the Court of Appeal has considered the reflective loss principle, exploring the significance of the majority (and minority) positions in the UK Supreme Court decision Sevilleja v Marex Financial Ltd (Rev 1) [2020] UKSC 31. Andrew Phang Boon Leong JCA delivered the decision of the court and stated, by way of a summary near the start of his written judgment, the following (para. [6], emphasis in the original):

...we are of the view that the reflective loss principle is one that relates to the specific sphere of company law and we therefore endorse the majority decision in Marex. To the extent that it is undergirded by principle, inasmuch as it has a specific purpose and rationale, the reflective loss principle is one that ought to be retained and we therefore do not agree with the minority decision in Marex. It follows that the approach in Townsing [[2007] 2 SLR(R) 597 (pdf)] (which was, in fact, rendered by way of obiter dicta) is no longer the law in Singapore. In our respectful view, the court in Townsing, inadvertently perhaps, conflated a specific principle of company law with the general principle proscribing double recovery – resulting in the dilution or undermining of what was an otherwise clear and specific rule that had a clear and coherent rationale in the context of company law".

UK: Climate-related financial disclosures - FCA confirms final rules and guidance

The Financial Conduct Authority has published final rules and guidance in respect of the climate-related financial disclosures required by (a) the issuers of standard listed shares and (b) FCA regulated asset managers and asset owners: see, respectively, here (pdf) and here (pdf).

The new rules come into effect on 1 January 2022, with asset managers and asset owners subject to a phased period of implementation based on firm size. Issuers will be required to disclose, in their annual financial reports, whether - and if not, why - their disclosures meet the recommendations of the Taskforce on Climate-related Financial Disclosures.

UK: The Rating (Coronavirus) and Directors Disqualification (Dissolved Companies) Act 2021

The Rating (Coronavirus) and Directors Disqualification (Dissolved Companies) Act 2021 received Royal Assent last week and became law: see here. A copy of the Act is available here or here (pdf). Amongst other things, the Act extends the investigatory powers of the Insolvency Service to the directors of dissolved companies.

UK: A new regime for insolvency practitioner regulation - consultation begins

A consultation was launched by the Government today seeking views on a new regime for the regulation of insolvency practitioners: see here. The proposed new regime would see the creation of a new regulator, within the Insolvency Service, in place of the current four recognised professional bodies, with a remit extended also to firms offering insolvency services.

Friday 17 December 2021

UK: England and Wales: unfair prejudice claims - personal acts and a causal connection

Judgment was given earlier today in Primekings Holding Ltd v King (Re Kings Solutions Group Ltd) [2021] EWCA Civ 1943. The court was required to consider whether, and if so in what circumstances, it was permissible to include in a statement of case in a section 994 petition allegations of personal conduct by the respondents which were not, of themselves, within the scope of Section 994 of the Companies Act 2006. Lord Justice Snowden, with whom Lords Justice Nugee and Green agreed, stated (at paras. [66]-[67]):

Although designed to overcome some of the limitations which beset the oppression remedy under section 210 of the Companies Act 1948, neither section 459 of the Companies Act 1985 nor Section 994 were drafted on the basis that a shareholder could simply complain, for example, that "a course of conduct in relation to the company" had unfairly prejudiced his interests. The potential breadth of what is now Section 994 has been limited and kept within manageable bounds by the express statutory requirements that the acts complained of must either (i) be an act or omission of the company, or (ii) be conduct of the company's affairs rather than acts done in the conduct of a shareholder's personal affairs.

Satisfaction of these requirements should not be overlooked or minimised. Petitions and statements of case in unfair prejudice cases should make it clear which limb of Section 994 is being relied upon and should contain a concise statement of the facts upon which the petitioner relies to make out that requirement. On the basis of the majority judgments in Graham v Every [2015] 1 BCLC 41, it may be legitimate for a concise statement of personal acts of the respondents which are causally connected to an act or omission of the company, or causally connected to conduct of the company's affairs, to be included to support the primary allegation. There is, however, no such justification for allowing other allegations of personal conduct of the respondents, which are not causally connected to an act or omission of the company, or not causally connected to conduct of the affairs of the company, to be included in a statement of case under Section 994. "

UK: Common Framework Agreement on Company Law between the UK Government and the Northern Ireland Executive

A provisional version of a common framework agreement on company law, between the UK Government and the Northern Ireland Executive, was published earlier this week: see here (pdf).

Tuesday 14 December 2021

UK: England and Wales: the duties of non-executive directors

A recent judgment of the High Court - Secretary of State for Business, Energy And Industrial Strategy v Selby [2021] EWHC 3261 (Ch) - is of interest because of the discussion it contains regarding the duties and expectations placed on non-executive directors (NEDs) and the message it sends about what NEDs are expected to know, and concern themselves with, in respect of their companies. The NED in the case was disqualifed from acting as director for four years. ICC Judge Prentis found that the NED had, amongst other things, failed to investigate thoroughly the reasons for an "extraordinary uplift" in the company's turnover, something the judge said was a "reprehendable abrogation of duty ... whether the uplift was owing to business which was legitimate or not" (para. [234]).

Monday 13 December 2021

UK: Nat West sentencing at Southwark Crown Court for money laundering breaches

The first bank, Nat West, to face a criminal conviction for breaches of the Money Laundering Regulations 2007 was sentenced today at Southwark Crown Court. The sentencing remarks of Mrs Justice Cockerill are available here (pdf).

A fine of just over £264 million was imposed, Mrs Justice Cockerill stating that the case was one where, notwithstanding the bank's regret and its commitment to improvement, it was necessary to pass a sentence that would be felt by management and shareholders. In addition to the fine, and a confiscation order of approximately £460,000, the bank was ordered to pay the costs of the Financial Conduct Authority - a little under £4.3 million.

Friday 3 December 2021

UK: HMT, HMRC and BEIS call for evidence - the umbrella company market

A joint call for evidence - from HM Treasury, HMRC and the Department for Business, Energy and Industrial Strategy - has been made in respect umbrella companies: see here (pdf). An umbrella company is, for the purposes of the call for evidence, defined as a "business which employs a worker with a view to that worker being supplied to work for, and under the control of, the end-client". The call for evidence seeks views on the role that such companies play in the labour market and the interactions they have with the tax and employment rights systems. It does so noting that concerns have been made about the risks to workers and taxpayers associated with the umbrella company model. 

UK: Takeover Code - Takeover Panel consults on miscellaneous changes

Earlier this week the Takeover Panel published a consultation paper seeking views on various amendments to the Takeover Code - miscellaneous amendments to adopt the Panel's own description of the paper: see here (pdf).

France: AMF publishes annual corporate governance report

AMF - Autorité des Marchés Financiers, the financial market regulator - has published the latest edition of its annual report exploring listed companies' corporate governance, including executive remuneration. A copy of the report, in French, is available here (pdf). A summary of the report, in English, is available here.

UK: Listing Rule amendments - FCA policy statement - dual class shares, free float and minimum capitalisation

New Listing Rules come into force today, following a consultation by the Financial Conduct Authority and, before that, the publication of the UK Listings Review report and recommendations. Further information about the changes now in place can be found in the FCA's policy statement, available here (pdf). The principal changes include: (1) permitting dual class share structures within the premium listing segment; (2) lowering the minimum free float from 25% to 10%; and (3) for ordinary commercial companies listed on the premium or standard segments, increasing the minimum market capitalisation threshold from £700,000 to £30 million (so, lower than the £50 million originally proposed). 

Tuesday 30 November 2021

Malaysia: Securities Commission publishes corporate governance strategic priorities for 2021-2023

Last week the Securities Commission published its corporate governance strategic priorities for 2021-2023: see here. An overview is provided in the below video (or by clicking here). 

Monday 29 November 2021

European Union: EBA publishes revised internal governance guidance for investment firms

The European Banking Authority has published revised guidance on internal governance for investment firms: see here (pdf). The accompanying press release, available here, notes that the guidance has been developed on the basis of Article 26 of Directive (EU) 2019/2034 on the prudential supervision of investment firms, which obliges Member States to ensure that investment firms have "robust" governance arrangements and that, in this regard, the EBA should issue guidelines.

Friday 26 November 2021

UK: England and Wales: equitable constraints and unfair prejudice

Last week - a week ago today, in fact - the Court of Appeal delivered its judgment in Loveridge v Loveridge [2021] EWCA Civ 1697. I note the decision here because of the discussion it contains regarding the scope of equitable constraints in the context of claims for unfair prejudice under section 994 of the Companies Act 2006. One of the alleged equitable constraints related to the circumstances in which a director could be required to repay a loan received from the company. Mrs Justice Falk (with whom Nugee and Bean LJJ agreed) stated (at para. [95]): 

"As Lord Hoffmann explained in O'Neill v Phillips at p. 1099F-G, 'a balance has to be struck between the breadth of the discretion given to the court and the principle of legal certainty'. In circumstances where a loan is interest free and legally repayable either immediately or on demand, it seems to me that the court should be very reluctant to impose equitable constraints that, if recognised, would fetter the exercise of directors' duties and could in reality significantly impair the value of the chose in action that the loans represent".

UK: England and Wales: fraudulent trading under section 993 of the Companies Act 2006

Judgment was delivered today by the Court of Appeal in R v Hunter v [2021] EWCA Crim 1785, a case concerning what has become known as 'ticket touting'. The judgment is now a leading authority on the scope of the fraudulent trading offence found in section 993 of the Companies Act 2006. Section 993(1) provides: "If any business of a company is carried on with intent to defraud creditors of the company or creditors of any other person, or for any fraudulent purpose, every person who is knowingly a party to the carrying on of the business in that manner commits an offence". 

In considering the scope of section 993, the court rejected the following arguments: that an intention to deceive is a necessary component of the offence; that the conduct must involve deliberately putting another person's property in jeopardy; that section 993 should be construed as being subject to the common law limitations applicable to the offence of conspiracy to defraud. Moreover, the court observed (para. [120]):

The focus upon purpose means that the law is prophylactic. A fraudulent purpose might be proven before anyone is actually defrauded or becomes an actual victim of the fraud. In the present case if the Prosecution had charged the defendants after they had acquired the relevant bots and other software and the multiple credit cards and had set up a system for using an array of false identifies, but before the defendants had put that system into operation and used it to trick ticket vendors into selling them tickets and/or to place end consumers at risk, then the offence would still have been committed even though there was no actual fraud and no actual harm to end consumers and therefore no victims. A fraudulent purpose would still be in existence and business acts to achieve that purpose would have been carried out. Of course, evidence of implementation might afford powerful additional evidence of the fraudulent purpose, but implementation of a fraudulent purpose is not an essential ingredient of the offence". 

BCBS consultation - principles for the effective management and supervision of climate-related financial risk

The Basel Committee on Banking Supervision has published a consultation paper in which views are sought on proposed principles for the effective management and supervision of climate-related financial risk: see here (pdf).

UK: FRC publishes annual review of corporate governance reporting

The Financial Reporting Council has published the latest edition of its annual review of corporate governance reporting: see here (pdf). Accompanying the report is a podcast in which members of the FRC discuss the report's key themes: see here (mp3). The report sets out the FRC's expectations for reporting across the five sections of the UK Corporate Governance Code, and identifies areas where improvement is required - notably the disclosures relating to non-compliance with the Code, diversity and succession planning.

UK: England and Wales: Smart contracts and the law of England and Wales

The Law Commission has published a paper in which it sets out its view that the law of England and Wales is able to facilitate and support the use of smart legal contracts; moreover, in its view, current legal principles apply to smart contracts in largely the same way as they do in respect of traditional contracts. The Commission's paper is available here.

Friday 19 November 2021

UK: FRC report - developments in audit

The Financial Reporting Council has published the latest edition of its Developments in Audit publication: see here (pdf). The report explains the FRC's assessment of auditing in the UK and outlines its expectations regarding the improvements that audit firms should make. Two areas where deficiencies in audits continue to be found are in respect of professional sceptisim and challenge of management.

Tuesday 16 November 2021

UK: England and Wales: appealing a decision to defer a company's dissolution

Written judgment was delivered yesterday by ICC Judge Barber in Kumar v Secretary of State for Business, Energy and Industrial Strategy [2021] EWHC 2965 (Ch), following a decision made in September 2021. The judgment is of interest because it appears to be the first authority to consider the process for appealing a decision to defer a company's dissolution under section 205 of the Insolvency Act 1986

The company's dissolution had been deferred until 13 May 2025 (dissolution would ordinarily have occurred on 2 February 2021). Judge Barber held that the deferral no longer served a useful purpose: the original purpose - to investigate the company's affairs - had concluded and had needed only several months. It was also held - in the absence of express, statutory guidance - that Mr Kumar (the company's sole director and sole shareholder) had standing to bring the appeal under section 205. 

UK: FRC report - what makes a good audit?

The Financial Reporting Council has today published a report titled "What makes a good audit?": see here (pdf).

The report contains a foreword, from the FRC's chief executive, Sir Jon Thompson, in which he states: "The Financial Reporting Council is often asked what does a good audit look like? This paper sets out our views of the key elements that make up a good audit as a contribution to the debate within audit firms of how they should improve audit quality. As our inspections work has consistently demonstrated, standards of audit quality in the UK are not acceptable, with just 71% of inspected audits meeting the relevant standards. This is not just a UK phenomenon, but a global challenge".

Wednesday 10 November 2021

Singapore: MAS publishes updated Guidelines on Corporate Governance

Following a consultation earlier this year, the Monetary Authority of Singapore has now published an updated edition of its Guidelines on Corporate Governance for Financial Institutions incorporated in Singapore: see here. Within the definition of financial institutions are: designated financial holding companies, banks, direct insurers, reinsurers and captive insurers.

UK: Financial Services - Future Regulatory Framework Review - Reform proposals

Yesterday the Government published for consultation various reform proposals as part of its Future Regulatory Framework Review for financial services: see here (pdf). 

The paper endorses the current regulatory model as set out in the Financial Services and Markets Act 2000, which reflects the reforms made following the financial crisis over ten years ago - the creation of the FCA, PRA and a greater role for the Bank of England. It does, nevertheless, propose introducing new statutory objectives for the FCA and PRA linked to growth and competitiveness. The regulatory principles are to be amended to provide that growth should occur in a way consistent with the Government commitment to achieve a net zero economy by 2050. The paper also proposes increasing the mechanisms through which the regulators are accountable to Parliament.

And, unsurprisingly, we are to see much current retained EU law transferred to the regulators' rulebooks, with the regulators given new rule-making powers as required.  This process - to be achieved through secondary legislation - is expected to take several years.

UK: FTSE women leaders - Government supports new five year review

The Government has announced its support for a new five year review - to follow on from the Hampton-Alexander Review - the aim of which is to increase the proportion of women occupying senior positions in companies: see here.

Monday 8 November 2021

UK: Financial Services Regulatory Initiatives Forum - fourth regulatory initiatives grid published

The fourth regulatory initiatives grid has been published by the chairs of the Financial Services Regulatory Initiatives Forum: see here. The grid provides a timeline for current initiatives - over 130 - from organisations including HM Treasury, the Bank of England, Financial Conduct Authority and Financial Reporting Council.  

IFRS Foundation: New International Sustainability Standards Board and publication of prototype disclosure requirements

Last week the IFRS Foundation announced: [1] the formation of a new International Sustainability Standards Board - to consolidate the work of existing organisations including the Climate Disclosure Standards Board - with the purpose of developing comprehensive sustainability disclosure standards; and [2] the publication of prototype climate and general disclosure requirements, developed by the Technical Readiness Working Group (a group formed to undertake preparatory work for the ISSB). For further information, see here.

Friday 29 October 2021

UK: Supreme Court judgment next week - proprietary claims and priority

The UK Supreme Court has announced that it will hand down its judgment in CPS v Aquila Advisory Ltd [2021] UKSC 49 on 3 November next week. The issues before the court, to quote directly from the summary provided, were these: "Where a proprietary claim is brought by a company against its directors to recover proceeds of crime received in breach of fiduciary duty: (1) Can that proprietary claim be asserted in priority to a confiscation order obtained by the Crown Prosecution Service? (2) Can the illegality of the directors be attributed to the company in circumstances where the company suffered no loss and stood to profit from the crime?"

UK: PRA report - climate change and the regulatory capital framework

The Prudential Regulation Authority has published a report exploring the links between climate change and the regulatory capital framework.  The report concludes that regulatory capital has a role to play in dealing with the consequences - the financial risks - of climate change, but notes that further work design and evaluation work is required.  In this regard, the PRA plans to publish a call for research and host a conference. The aim is to provide more guidance by the end of 2022. A copy of the report, titled Climate Change Adaptation Report 2021 - Climate-related financial risk management and the role of capital requirements, is available here (pdf).

Wednesday 27 October 2021

UK: introducing a corporate re-domiciliation regime - consultation launched

The Government has today - on autumn budget day - published a consultation paper seeking views on the introduction of a corporate re-domiciliation regime: see here (pdf). To quote from the consultation paper (at paras. 2.1 and 2.2): "This [new regime] would enable a company to shift its place of incorporation from one jurisdiction to the UK while maintaining the same legal identity ... Re-domiciliation would therefore enable a company to maximise continuity of its operations while enabling it to shift its place of incorporation. Its corporate history, management structure, assets, intellectual and other property rights, contracts, and regulatory approvals will generally remain intact...".

UK: England and Wales: regulatory action by FCA did not require insolvency court permission

Judgment was given today in Financial Conduct Authority v Carillion Plc [2021] EWHC 2871 (Ch). The question before the court was whether regulatory action by the FCA against a company in liquidation, under section 91 and/or section 123 of the Financial Services and Markets Act 2000, constituted "action or proceeding" such that it required the permission of the insolvency court under section 130(2) ("consequences of winding-up order") of the Insolvency Act 1986. The trial judge, Mr Justice Michael Green, held that such permission was not required. 

Monday 25 October 2021

UK: The Payment and Electronic Money Institution Insolvency (England and Wales) Rules 2021

The Payment and Electronic Money Institution Insolvency (England and Wales) Rules 2021 were laid before Parliament a few days ago and come into force on 12 November: see here or here (pdf). The accompanying explanatory memorandum is available here (pdf). The Rules provide further detail for the operation of the special administration procedure established in the Payment and Electronic Money Institution Insolvency Regulations 2021

Friday 22 October 2021

UK: FCA permiter report - online harms and fraud

The Financial Conduct Authority has today published its annual permiter report: see here (pdf). Within it, the FCA joins those calling for changes to made to the Government's Online Safety Bill in respect of fraud. The report states (pp. 31-31):
We continue to believe the protection of consumers from illegal online scams would be strengthened through clear legal obligation on platform operators within the Government’s Online Safety Bill (OSB) and that the duties in the OSB should extend to paid-for advertising, as well as user-generated content. We also hope that the OSB can be amended to designate content relating to fraud offences as ‘priority’ illegal content and so require monitoring and preventative action by platforms".

Wednesday 20 October 2021

UK: England and Wales: insolvency - the rule against double proof and a novel situation

The Court of Appeal gave judgment today in Lehman Brothers Holdings Scottish LP 3 v Lehman Brothers Holdings Plc & Ors [2021] EWCA Civ 1523. The decision is noteworthy because of the way in which the court, in the novel situation before it, developed the rule against double proof - sometimes known as the rule against double dividend: see Lord Walker in Re Kaupthing Singer and Friedlander Ltd [2011] UKSC 48

As Lord Justice Lewison explained (para. [172]): "Where (a) the surety has paid part of the debt owed by the principal debtor to the creditor and (b) the surety has given up any right to indemnity from the principal debtor, with the consequence that he has no entitlement to prove for anything, then the creditor must give credit for the payment in the insolvency of the principal debtor. It is the second condition that makes all the difference. There is nothing in the Insolvency Rules which deals with the rule against double proof. Consequently I do not consider that a modest development of the rule intrudes upon legislative competence".

And, as Lady Justice Asplin added (para. [178]): "I too consider, instinctively, that if a surety pays part of a guaranteed debt, and releases his right of indemnity from the principal debtor, the amount which the creditor is entitled to recover in the principal debtor’s insolvency must be reduced as a result of the payment and as a result, the creditor can only prove in the principal debtor’s estate for the lesser sum".

Tuesday 19 October 2021

UK: Government publishes "Greening Finance: A Roadmap to Sustainable Investing"

Yesterday the Government published "Greening Finance: A Roadmap to Sustainable Investing": see here (pdf). The document sets out the Government's plans for the creation of a new integrated framework for sustainability disclosures - to be known as Sustainability Disclosure Requirements (SDR) and building on proposals published earlier this year, for consultation, requiring mandatory TCFD aligned climate-related financial disclosures by certain companies.  

The new framework contains three components: (1) corporate disclosure requirements, to be made with reference to international standards and a new UK "green taxonomy"; (2) asset manager and asset owner disclosure requirements; and (3) investment product disclosure requirements, including the introduction of a sustainable investment labelling regime. A summary is available here

Monday 18 October 2021

Jersey: a new definition of "prospectus"

The Companies (Amendment of Law) (No. 2) (Jersey) Order 2021 comes into force tomorrow (19 October). The Order amends the Companies (Jersey) Law 1991 in order to provide a new definition for "prospectus", bringing the Jersey prospectus regime closer to that found in the UK. The change was the subject of a consultation earlier this year (about which see here, doc). 

Saturday 16 October 2021

Austria: 2021 edition of Corporate Governance Code

Rather belatedly (again), I note the publication of the 2021 edition of the Austrian Corporate Governance Code, available (in English) here.

Greece: the 2021 edition of the Hellenic Corporate Governance Code

Rather belatedly, I note that a new edition of the Hellenic Corporate Governance Code was published earlier this year by the Hellenic Corporate Governance Council. A copy, in English, is available here.

Wednesday 13 October 2021

BCBS: Basel III monitoring report published

The Basel Committee on Banking Supervision has published the latest edition of its Basel III monitoring report: see here or here (pdf). The report, based on data from December 2020, notes that banks have (on average) improved their capital and liquidity ratios. 

Tuesday 12 October 2021

UK: Secondary Capital Raising Review - terms of reference and call for evidence

The terms of reference for the UK Secondary Capital Raising Review were published today alongside a call for evidence: see, respectively, here (pdf) and here (pdf). An short overview is also available in the HM Treasury press release.

Monday 11 October 2021

South Africa: DTIC consultation - draft Companies Amendment Bill, 2021

The Department of Trade, Industry and Competition is seeking views on the draft Companies Amendment Bill, 2021: see here. Amongst the many proposed changes are those concerning the disclosure of directors' remuneration and the role of shareholders in approving remuneration policy.

UK: FCA expectations of firms - remote and hybrid working

The Financial Conduct Authority has, today, set out (in a non-exhaustive way) its expectations of firms in respect of remote and hybrid working: see here.

UK: FRC calls for greater transparency over use of alternative performance measures

The Financial Reporting Council has advised, following the conducting of a thematic review, that UK listed companies need to be more transparent in respect of their use of alternative performance measures: see here (pdf).

Monday 27 September 2021

Ireland: The oppression remedy - "something in the nature of a lacuna"?

Section 205(1) of the Companies Act 1963 provides that "[a]ny member of a company who complains that the affairs of the company are being conducted or that the powers of the directors of the company are being exercised in a manner oppressive to him or any of the members (including himself), or in disregard of his or their interests as members, may apply to the court for an order under this section".  An identical provision (more or less) is now found in section 212 of the Companies Act 2014.

A recent decision of the Court of Appeal - Kelly v Kelly [2021] IECA 244 - is significant because of the discussion it contains regarding the remit of section 205 and, in particular, whether "the powers of the directors of the company" were only those exercised collectively by the board and not, therefore, by an individual director. Counsel making this argument accepted that if it were correct it would mean, as Mr Justice Haughton put it, that there was "... something in the nature of a lacuna  in s.205(1) as it could not apply to a deadlocked board where one director was alleging oppression by another director" (para. [136]). 

The Court of Appeal unanimously rejected counsel's argument, with Mr Justice Haughton finding that to interpret "powers of the directors" as referring only to the powers of directors at board level was an unduly narrow interpretation.  His Lordship stated (paras. [154] and [155]):

.... the term 'powers of the directors' must be construed to include an exercise of one or more powers by one or more directors in an oppressive manner.  Thus the oppression could consist of the exercise of one power or multiple powers and equally it could be such exercise by one or more than one of the directors of the company.  There is no reason to distinguish between the plural in 'powers' and the plural in 'directors'".

.... In my view ... [section 205] was always intended to be a provision conferring on the court a wide jurisdiction to afford a remedy where it found oppression in the conduct of the affairs of the company or in the exercise of the powers of directors, and to avoid the winding up of a company where that is not necessary and can be avoided, particularly where there are a number of employees..."

Friday 24 September 2021

UK: Independent reviews of ring-fencing and proprietary trading - terms of reference published

The terms of reference for two reviews - one for ring-fencing, the other for proprietary trading - have been published by HM Treasury: see here. Both reviews are required by the Financial Services (Banking Reform) Act 2013 (specifically, section 8 and section 10).

UK: The Capital Requirements Regulation (Amendment) Regulations 2021

The Capital Requirements Regulation (Amendment) Regulations 2021 were made on 22 September and come into force on 1 January 2022: see here or here (pdf). The accompanying explanatory memorandum is available here (pdf). The primary purpose of the Regulations is to revoke provisions within the Capital Requirements Regulation ((EU) No. 575/2013), part of retained EU law in the UK, in order that they can be replaced by rules made by the Prudential Regulation Authority.

ISO publishes its first international benchmark for organisational governance

The ISO - an independent, non-governmental organisation with over 160 members representing national standard setting bodies - has published its first standard (ISO 37000) for benchmarking the governance of organisations. Further information is available here. The standard is not freely available but must be purchased; a limited preview is, however, available here.

Wednesday 22 September 2021

UK: OPBAS report - law/accounting professional body AML supervision - significant weaknesses found

OPBAS - the Office for Professional Body Anti-Money Laundering Supervision - has published the results of its assessment of AML supervision and controls within the professional body supervisors (PBSs) responsible for law and accountancy: see here (pdf).

The report notes (at para. 2.6) that, in 2020/21, the PBSs "... were generally compliant with the technical requirements of the MLRs, where assessed. As the reports for the first two years of OPBAS show, there has been considerable progress. However, when focusing on effectiveness in 2020/21, we found differing levels of achievement and some significant weaknesses. We expect PBSs to continue investing and improving, focusing their supervisory efforts to have the greatest impact on the prevention of money laundering and, working with other authorities, to make the UK an inhospitable place for criminals".

Tuesday 21 September 2021

ICGN Global Governance Principles - new edition published

The International Corporate Governance Network has recently published a new edition of its Global Governance Principles: see here (pdf). The new edition was approved earlier this month at the ICGN's annual general meeting, the accompanying documentation for which contains further information about the new edition and the changes it contains: see here (pdf).

Monday 20 September 2021

Hong Kong: HKEX consults on listing regime for SPACs

A day after noting developments in Singapore regarding Special Purpose Acquisition Companies (SPACs), we can turn to Hong Kong where the HKEX has published proposals, in a consultation paper issued several days ago, for the creation of its own listing regime for SPACs: see here (pdf). A summary of the proposals is available here.