2011 was another eventful year in corporate governance. The phone hacking scandal, with its impact and ramification on many other fronts such as privacy intrusion, data protection, personal and corporate ethics, shareholder backlash, scrapped takeover bids and even the collapse of one of Britain’s oldest newspapers, was certainly the most eye-catching.

• Banking reform was also a major issue although commentators felt that much of it was ‘two steps forward, one step back’.

 Download the "Newsletter 4th Quarter 2011" (PDF)

The final recommendations of the Report produced by the Independent Commission on Banking, (ICB), chaired by Sir John Vickers, have met with a mixed reaction. As expected, the ICB proposals, published on 12 September, have been generally welcomed across the political spectrum but many economists and banking experts fear they could ‘put Britain’s major industry in jeopardy internationally’.

• The primary aim of the ‘Vickers’ Report is ‘to create a more stable and competitive basis for UK banking in the long term.

 Download the "Newsletter 3rd Quarter 2011" (PDF)

The Bribery Act 2010 received Royal Assent on 8 April 2010 and came into force on 1 July 2011. There has been considerable criticism of the Act and in particular how it will work in practice. To this end, the Ministry of Justice has now issued its final guidance providing details on the ‘adequate procedures’ businesses must employ to provide a defence against prosecution under the Act.

• A ‘Quick Start Guide’ has been published which covers the areas with which all organisations must become familiar, such as risk assessment; proportionality; due diligence; the extent to which detailed procedures and supplier due diligence are required; hospitality and facilitation payments and monitoring and review.

 Download the "Newsletter 2nd Quarter 2011" (PDF)

Business Minister Edward Davey and Lynne Featherstone, Minister for Equalities, announced on 16 March 2011, that Lord Davies of Abersoch will develop a business strategy to increase the number of women on the boards of listed companies in the UK.

• Research from Cranfield University has confirmed the lack of female directors in Britain’s top businesses, with women making up only 12.2% of directors of the FTSE 100 companies in 2009.
• The FTSE 250 companies have an even lower proportion of female directors at 7.3%, and nearly half do not have any women in the boardroom.

 Download the "Newsletter 1st Quarter 2011" (PDF)

When the Bribery Act 2010 becomes law next April, British and overseas companies could find themselves restricted in the way they work together. Inappropriate or disproportionate 'entertaining' could be construed as bribery and could lead to massive fines and even imprisonment for the directors of the company providing it. Apart from:

• criminalising both private sector corruption and the bribery of officials, the Act defines how British and foreign firms are expected to do business - not only in the UK, but also elsewhere.
• Richard Alderman, the director of the Serious Fraud Office, in a recent interview with the BBC stated, "When the Bribery Act comes into force, I shall have jurisdiction in respect of foreign companies that carry on business in the UK and are involved in bribery in any other country in the world, even if that bribery has no connection with their UK business".

 Download the "Newsletter 4th Quarter 2010" (PDF)

The Office of Fair Trading (OFT) has now published its revised guidance on Director Disqualification Orders in Competition Cases following a widespread consultation with the legal and business community. It is clear that the OFT will 'actively seek to disqualify' where they uncover evidence of a director being either responsible for, or ought to have known of, competition law breaches at a company. This final revised guidance provides clarification on a number of details of the policy:

• The OFT will be as concerned with directors who ought to have known of competition law breaches at a company as those who were personally involved in an infringement. Cases will be chosen based on available evidence and seriousness of the conduct
• Immunity from disqualification orders will continue to be offered by the OFT for any director who cooperates with an OFT investigation and whose company benefited from leniency in respect of the same activities

 Download the "Newsletter 3rd Quarter 2010" (PDF)

In May 2010 the Financial Reporting Council (FRC), published the updated, renamed UK Corporate Governance Code which will apply to financial years beginning on or after 29 June 2010. The change of name was made in order to make the Code’s status as the UK’s recognised corporate governance standard, clearer to foreign investors and to foreign companies listed in the UK. Some of the main points include:

• proposals for the alignment of performance-related pay and the long-term interests of the company
• annual elections of non-executive directors

 Download the "Newsletter 2nd Quarter 2010" (PDF)

Sir David Walker’s final recommendations on corporate governance in the UK have received a mixed reception. Early indications are that many of the proposals are already being translated into practice and although the report’s remit was primarily aimed at improving governance within the financial services industry, it is likely that many provisions will be applied to the wider corporate community.

• New guidance differentiates company size
• The Financial Reporting Council has published new Guidance for all UK companies (to replace that issued in1994) which will apply in respect of accounting periods ending on or after 31 December 2009.

 Download the "Corporate Newsletter 2010" (PDF)

Following publication of Sir David Walker’s review of the boards of UK banks, the Financial Reporting Council (FRC) is consulting on possible reform to the governance of all UK companies. It is seeking comments on the annual re-election of company chairmen and succession planning for boards, and whether or how investors should play a more active role.

• Shareholder Rights - Implementation of the Shareholder Rights Directive by amendment to the Companies Act 2006 on 3 August 2009, has been extensively reported.
• Short Selling - One of the triggers for the banking crisis has been identified by many commentators as short selling in UK financial sector stocks.

 Download the "Corporate Newsletter Nov 09" (PDF)

The piecemeal implementation of the Companies Act 2006 (the Act) draws to a close in October 2009. The final parts deal mainly with incorporation formalities, constitutional documents, share capital issues and the registration and submission of forms to the Registrar of Companies.

• Any type of company, including a public limited company, can now be formed by a single person. Simply, a statement of share capital and initial shareholders can be submitted to Companies House together with a statement of compliance, replacing the current Form 12.

 Download the "Corporate Newsletter June 09" (PDF)

The Financial Reporting Council (FRC) has recently issued a consultation paper on Going Concern and Financial Reporting. The paper has been produced on the assumption that guidance for directors and disclosure requirements should continue to exist and therefore includes proposals to revise the guidance for directors of listed companies which was originally published in November 1994 and since then has not been subject to any revision.

• Any type of company, including a public limited company, can now be formed by a single person. Simply, a statement of share capital and initial shareholders can be submitted to Companies House together with a statement of compliance, replacing the current Form 12.

 Download the "Corporate Newsletter Feb 09" (PDF)

Appointment of Directors Section 155 of CA 2006 requires that, with effect from 1 October 2008, every company must have at least one director who is a ‘natural person’, ie not a corporate body. The Government has introduced a grace period for those companies that did not have a natural person as a director on the date the CA 2006 received Royal Assent (8 November 2006).

• The repeal of the restrictions under the Companies Act 1985 on financial assistance for acquisition of shares in private companies, including the 'whitewash' procedure
• The repeal of the current time bar on the restoration of dissolved companies before 16 November 1969.

 Download the "Corporate Newsletter Sept 08" (PDF)