We have published our AGM Alert 2017 guide for company
secretaries and general counsel of UK premium-listed companies.
This covers legal and regulatory changes, market practice and
recent guidance on topical issues, including the government's
Green Paper proposals for corporate governance reform.
Key points for 2017 are as follows.
The Pre-Emption Group now expects companies seeking an enhanced
pre-emption disapplication authority to split the request into two
In selecting new officers, companies are asked to consider
diversity of ethnic origin as well as gender. Updated investor
guidelines suggest that there may be voting against director
resolutions for corporate governance failures.
Amendments to articles are not required, but companies should
review any borrowing limits and may also want to consider updates
which give greater flexibility.
The Financial Reporting Council review of the viability
statements published so far found that, while many are
satisfactory, there is room for improvement.
Companies need to consider how to report on the effect of
Brexit on their business and those with an autumn year-end have
started to do so.
Outside the annual report, large organisations must now make a
slavery and human trafficking statement. Companies should also
consider whether to link this to the information in the annual
Updated rules and recommendations require audit committees to
consider the clarity of their reporting and say more about their
Further disclosure requirements will mean information must be
published about payment practices, gender pay gaps, tax strategy,
further non-financial reporting (on human rights, anti-bribery and
diversity) and country-by-country reporting on tax.
This year sees a renewed interest in remuneration, with the
government's Green Paper on corporate governance looking at
executive pay reform as a key issue.
Many companies will be putting a revised binding remuneration
policy before the AGM this year and will need to take into account
calls for greater pay restraint.
Companies should also take note of the updated remuneration
guidance issued by a number of investor groups. Topics to consider
include: making pay ratios available, disclosing variable pay
targets more promptly, reviewing the use of remuneration discretion
and reducing pension entitlement disparities.
AGM Alert 2017 is available on the Linklaters Knowledge Portal
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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