An interview with Professor Dr Andreas Barckow, incoming Chair of the International Accounting Standards Board.

3 November 2020: Reporting on 2020 will be a challenge. The Financial Reporting Council Lab acknowledges this but also flags opportunities for the development of investor information despite the uncertainty.

A special briefing from Equiniti on how to brief your AGM on the Coronavirus

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.

Employers with, or considering including bad leaver provisions in their articles or a share purchase agreement should consider whether they could amount to an unenforceable penalty, or be unconscionable or an unlawful deduction from wages.

Directors should ensure the information they provide to shareholders is clear and comprehensible, not misleading and does not hide material particulars. However, in the absence of a special relationship, directors do not owe fiduciary duties to their company's shareholders.

The ICSA Corporate Governance Handbook provides full explanations of the statutory and regulatory regime applicable to listed companies but also,addresses how governance best practice might be applied by private companies, including subsidiaries.

Grant Thornton's review of the annual reports of 297 of the UK’s FTSE 350 companies with years ending between April 2019 and April 2020. The section on stakeholder engagement looks at engagement with shareholders, employees, other non-executives and other stakeholders. Registration required for free download.

Leading global proxy solicitor, shareholder engagement firm and corporate governance advisors Georgeson publish an annual review of trends from European AGMs covering the following jurisdictions: UK, France, the Netherlands, Germany, Switzerland, Italy and Spain (a separate report is published on Denmark). Each countries entry is divided into three sections: voting; proxy advisers; corporate governance developments.

Annual survey from global investment firm BNY Mellon, highlighting trends in investor relations (registration required for download)

Report from the FRC's Financial Reporting Lab which covers background on Artificial Intelligence (AI), what it is and how it has developed and some of the potential use cases that AI has for corporate reporting. Some actions for all those involved in corporate reporting are given as recommendations.