This course can be presented face to face in-house or via live in-house webinar.
The New 2018 FRC UK Corporate Governance Code Course Objectives:
This half-day course has been designed as a timely update for directors, lawyers, company secretaries, accountants and other business professionals. The objective is to provide delegates with the very latest position on the extensive corporate governance reforms put in place this year and practical guidance on what this means for their companies and/or clients.
Companies affected by the new Code and legislation will need to consider what they need to put in place for 1 January 2019 to comply with the revised Code and reporting legislation. This may mean significant changes for some companies.
The New 2018 FRC UK Corporate Governance Code Course Content:
The new Code:
- The new ‘shorter and sharper’ 2018 FRC Corporate Governance Code
- How the new Code compares to the old
- Key points raised by the consultation and what’s changed since then
- What market commentators think
- The new supporting FRC Guidance on Board Effectiveness
- An analysis of the Principles, Provisions and Guidance for each of the new Code’s 5 sections:
- Board leadership and company purpose
- Division of responsibilities
- Composition, succession and evaluation
- Audit, risk and internal control
Other Codes for AIM and Large Private Companies
- The revised QCA Corporate Governance Code, published on 25 April 2018
- The draft Wates’ Corporate Governance Principles for Large Private Companies
Stakeholder reporting legislation:
- The Companies (Miscellaneous Reporting) Regulations 2018 (at the time of writing, this was in draft form)
- Pay ratio reporting for quoted companies in the Remuneration Report
- 172 Statement in the Strategic Report
- Other stakeholder reporting in the Directors’ Report
- The new requirement on very large companies to disclose their corporate governance arrangements in their Directors’ Report
Other relevant issues related to the corporate governance reform package:
- The Edman’s Review of the relationship between share buybacks and executive pay
- The Investment Association’s public register of significant shareholder revolts
- The Investment Association and Institute of Chartered Secretaries Association guidance on stakeholder engagement.
Background of the Trainer:
The trainer started her career as a solicitor at Clifford Chance, qualifying as a Corporate Finance lawyer at the height of the dot.com boom. After working on several Main Market floats and the merger of Barclays with Woolwich, she enjoyed a brief stint at Collins Stewart Stockbrokers before moving to Gouldens to advise on AIM floats, placings and takeovers. Whilst at Gouldens, the trainer was seconded to Hanson plc to assist with the sale of the company’s European Brick Business.
The trainer currently runs a variety of technical and soft skills courses for training providers and law firms, as well as occasionally teaching an undergraduate Company Law module at BPP Business School. She is also recommended as a training provider by the Legal Education and Training Group.
Some of the trainer’s technical courses include: Main Market IPOs, Differences between listing on the Main Market and AIM, Market Abuse and Insider Dealing, Equity Fundraising
The New 2018 FRC UK Corporate Governance Code Course Summary:
The Financial Reporting Council (FRC) published the revised UK Corporate Governance Code on 16 July 2018. The Code applies to accounting periods beginning on or after 1 January 2019.
The revisions to the Code are substantial in both content and structure, covering the government’s recommendations in its 2016/2017 Corporate Governance Review as well as other areas of corporate governance concern.
Of particular note are:
- Chairs should not remain in post for longer than 9 years
- Board should select one of three workforce engagement options
- Whistleblowing facilitation
- Remuneration committees should have more power to challenge formulaic bonus and share awards
- Executive share awards should not vest until a minimum of 5 years
- The removal of lighter governance provisions for smaller companies
- Reporting on gender balance
- A complete restructuring of the Code with a renewed focus on principles-based ‘meaningful’ reporting and not tick-box or boilerplate compliance.
The new Code is just one part of an extensive package of reforms being implemented this year as a result of the Government’s 2016/2017 Corporate Governance Review which was instigated on a backdrop of recent large corporate failures, such as the BHS and Carillion administrations, and a mission statement by Theresa May on her first day as Prime Minister to “hold big businesses accountable”.
Other changes resulting from the Government Review include new reporting requirements for quoted, very large, large and medium-sized companies under the draft Companies (Miscellaneous Reporting) Regulations 2018 relating to pay ratios, stakeholder reporting and very large company corporate governance codes. It is intended that this legislation will also apply from 1 January 2019.
This half-day course will tell you all you need to know about the reform package overall and the details of the new reporting requirements.
Delegates will receive a full set of notes together with helpful infographics and useful weblinks. The course will feature many real-life examples and press articles to highlight challenges with the new Code and new legislation.
E-Learning and Blended Learning options are also available on request for this course.