A special briefing from Equiniti on how to brief your AGM on the Coronavirus
Articles and features
This is a shareholder dispute between three brothers and a sister, all involved in a construction and civil engineering business which had been set up by their parents.
As they move towards stewardship rather than simple ownership, shareholders are becoming more active
Family Companies and Section 994, Companies Act 2006 - most common grounds by far were exclusion of a shareholder from management of the business.
Guidance and reports
This special report will be a handy go-to guide – we take you through the latest techniques and thinking behind the new smart world with which CFOs, and aspiring CFOs, must contend.
This report looks at the sources of this unhappiness in financial reporting disclosures and what can be done about it. The report argues that the current degree of dissatisfaction is to a large extent a predictable outcome of the regulatory framework. But this framework is itself a response to failures in the market for financial reporting information. And both market and regulatory failures in part reflect the inherent limitations of financial reporting. In this brief summary of the report, we concentrate on the regulatory issues.
Shareholder activism in UK quoted companies continues to be an important and topical issue. The context of this research is the investment scene in the UK and within this context over the last two decades it is clear that considerable change has taken place. The research report covers a variety of topics and provides an overview of some of the positive and negative implications of activism.
The report is aimed at an international audience of all those who are interested in the future of business reporting and it serves three main purposes: 1. to provide a cohesive summary of some of the key proposals for new reporting models in recent years, including some of ICAEW’s own work; 2. to analyse the proposals from a change management perspective to offer new insights into the challenges they confront and to identify questions for discussion and research concerning the future of business reporting ; and 3. to identify fundamental issues so that ICAEW can set priorities for further work and longer-term research in business reporting.
Shareholders/directors in group situations should note that unfairly prejudicial conduct in relation to the affairs of a subsidiary company in a group may also amount to unfairly prejudicial conduct of the parent company’s affairs; and the subsidiary and parent may also be part of a quasi-partnership - widening the scope for an unfair prejudice claim.
Companies proposing to use written resolutions to make shareholder decisions – ie, agreeing to a decision in writing rather than holding a formal meeting - should ensure every such resolution is approved and circulated by the board and sent on its behalf to all shareholders entitled to vote on the decision, otherwise it will be invalid - as a recent ruling makes clear.
A director’s failure to avoid a ‘situational conflict’ or to get authorisation for it was a breach of his company law duties, and amounted to unfair prejudice to minority shareholders - but the victims’ failure to complain at the time meant their claim failed.
Disclaimer: These publications from Atom Content Marketing are for general guidance only, for businesses in the United Kingdom governed by the laws of England. Atom Content Marketing, expert contributors and ICAEW (as distributor) disclaim all liability for any errors or omissions.
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Chapter 5 discusses shareholder engagement, relations and communications, shareholder rights and meetings.
This title provides comprehensive, expert-led coverage of all aspects of corporate governance for public, nonprofit, and private boards. This section comprises four chapters on the subject of shareholder relations and shareholder activism.
This title provides comprehensive, expert-led coverage of all aspects of corporate governance for public, nonprofit, and private boards. This chapter explores the key responsibilities, characteristics , experience and skills of a high-performance non-executive board chairman as well as communication with shareholders and addressing the concerns of activist shareholders.
An essential source of reference and route map for the position of Non-executive director. Contains case studies and checklists throughout. Chapter 11 of the handbook deals with shareholder relations with reference to the UK Corporate Governance Code and UK Stewardship Code. Disclosures and transparency, and Corporate Social responsibility are also covered
The article offers information on the environmental, social and governance (ESG) approach of a company for risk management. Topics discussed include making adjustments to the risk management strategies for applying ESG approach; maintaining partnerships with senior executive leaders, finance, investor relations and corporate communications to assess and mitigate ESG risks.
The article deals with the growing influence of passive investors which may prompt companies to develop a new approach to board governance and investor communications
The article reports on the study which reveals that financial expertise of audit committee member is important to investors. Topics mentioned include the importance of financial expertise on audit committees in the improvement of audit committee effectiveness in financial monitoring duties, the internal auditing management, and the role of audit committee to financial statements management. Also mentioned are the role of audit committee in decision-making and the financial reports quality.
Guidance for companies preparing for the 2018 US proxy and annual reporting season, which will be the first time that CEO pay ratio disclosure will be required.
This guidance aims to provide practical help to directors on their performance of the section 172 duty - to act, in good faith, in a way that you believe 'would be most likely to promote the success of the company for the benefit of its shareholders as a whole'.
Guidance on corporate governance reporting from the IoD. Highlights the two main points - regard for stakeholders and enforcement.
Guidance designed to help companies and their boards show they have due regard for the stakeholders under section 172 of the Companies Act. Looks at what companies are currently doing and gives framework to help companies stakeholder engagement and how this should be reflected in the annual report.
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