Canada: OSFI draft guideline - operational risk management

The Office of the Superintendent of Financial Institutions has published for consultation a draft guideline on operational risk management: see here (pdf). The guideline contains four principles, the second of which states that operational risk management supports the overall corporate governance structure of FRFIs (federally regulated financial institutions). Further accompanying materials are available here.

UK: Scotland: joint ventures and pre-contractual disclosure

Earlier this month Lord Tyre delivered his opinion in The University Court of the University of St Andrews v Headon Holdings Ltd [2015] CSOH 113. The opinion contains some interesting discussion, with references to Scottish and English authorities, about the circumstances in which pre-contractual duties of disclosure arise. In the case before him, which concerned a joint venture and not (importantly) a partnership, Lord Tyre rejected the argument that a pre-contractual duty of disclosure arose, stating that it would be "...an innovation supported by neither principle nor precedent" (para. [18]).

Correction (2 September 2015): the word 'ventures' is now spelled correctly in the title. Apologies for the original misspelling.

Japan: Council of Experts to review governance and stewardship codes

Earlier this month the Financial Services Agency announced that it had established a a council of experts to review the effect and implementation of the Stewardship Code and Corporate Governance Code: see here (English) or here (Japanese).

UK: audit and auditor regulation - update on the implementation of new EU statutory audit framework

The Department for Business, Innovation and Skills has today published an update in respect of the UK's implementation of new EU statutory audit framework: see here. The update states that BIS will publish a consultation in the next few weeks covering, amongst other things, the following matters: the definition of a public interest entity; Financial Reporting Council powers and Professional Bodies’ responsibilities; and mandatory re-tendering and rotation of public interest entity auditors.

The update also contains information regarding the implementation work being undertaken by the Financial Reporting Council, Financial Conduct Authority and Prudential Regulation Authority. The FRC will, the update states, be publishing a consultation paper next month containing proposed changes to the UK Corporate Governance Code and the FRC's audit committee guidance.

The European Commission has, today, published information on the national measures being adopted by Member States: see here.

Thailand: Principles of Good Corporate Governance for Listed Companies

The codes and principles directory maintained by the European Corporate Governance Institute was updated today to include a copy of the Principles of Good Corporate Governance for Listed Companies published by the Stock Exchange of Thailand: see here. The Exchange has published additional governance materials and these are available here.