Technical Briefing April 2026

Of interest to all responsible for filings at Companies House

OPPORTUNITY FOR MEMBER INPUT

We are working through some of the issues around implementation of ECCTA changes with the team at the Department for Business and Trade. 

As mentioned in the last Technical Briefing, the government has announced that the new requirements for the filing of accounts with Companies House being introduced by ECCTA will not now be implemented from April 2027. “These reforms are under review given stakeholder concerns, to ensure we strike the right balance between tackling economic crime and avoiding undue burden on business. A final decision on the reforms will be announced shortly.  Companies will receive at least 21 months’ notice to prepare for the implementation of any proposals.”

One of the stakeholder concerns has been the cost of using third party software, particularly for those who currently file, free of charge, through the Companies House portal and it would be helpful if members can give us an idea of how much your commercial software provider charges for filing software. A number have done so, for which many thanks, and we will shortly be sharing the aggregated data with the government, but more feedback would be most useful. Please let us know on policy@cgi.org.uk.

Of interest to all involved in corporate reporting

OPPORTUNITY FOR MEMBER INPUT

Our friends at the Financial Reporting Council (FRC) have commissioned an independent survey from Lancaster University Management School into the use of AI and other disruptive technologies to support corporate reporting. 

The fully anonymous survey seeks insight into the adoption, benefits, and barriers to emerging technology, including Generative AI (GenAI), in the production of external corporate reports (including digital tagging).

The survey explores any experience of using technologies such as AI in corporate reporting in your company, and the barriers and concerns that may restrict its use. Companies are encouraged to participate, regardless of whether these technologies are widely used or not. (Low or no usage is important evidence that we are keen to capture at an aggregate level.) 

The anonymous survey should take between 12-15 minutes to complete and I would encourage you to do so.

Of interest to all responsible for board papers

OPPORTUNITY FOR MEMBER INPUT

In 2018, we worked with Board Intelligence on a project to understand the main challenges to effective board reporting, in order to identify actions that could be taken to assist organisations to address these challenges. We heard from more than 80 governance professionals representing organisations of all sizes and sectors on how board reporting (i.e. the preparation of reports and other papers that are discussed at board meetings) operated in their organisations.

Much has changed since 2018, and over the coming months we’ll be updating this guidance to ensure it remains relevant and value-adding for governance professionals. But we need your help. 

We have completed our roundtable research for the time being – thank you to those who took part – but would like more members to complete our online self-assessment to let us know how your board pack stacks up.

Of interest to all working in corporate governance

OPPORTUNITY FOR MEMBER INPUT

In 2021, hundreds of CGIUKI members took the time to contribute to an important study on governance that captured a unique moment in time during Covid. The findings from the resulting report - Mindful Exclusion - helped many members to open a conversation with their boards and executive teams on how to adopt a more mindful approach to decision making. The follow-up report in 2022 provided greater clarity on what this shift meant in practice.

This year, the Institute is once again partnering with the Centre for Synchronous Leadership to produce an updated version of the Mindful Exclusion report based on the new landscape in which we find ourselves. In light of recent shifts in technology, geopolitics and sustainability – we hope that many of you will feel called to contribute to this body of research. 

You can do so by completing this survey before the end of March.

Anybody who qualifies for and completes the survey will receive an invitation to join the report launch taking place at The London Stock Exchange Group (LSEG) on 17th June 2026 via link.

Please contact policy@cgi.org.uk if you have any questions.

Of interest to all

OPPORTUNITY FOR MEMBER INPUT

In partnership with our friends at Diligent, the Institute is conducting an industry-first research study into how General Counsel, Company Secretaries and governance teams are navigating the shift from manual processes to intelligent, AI-assisted entity and compliance management. 

This is the first benchmark of its kind — mapping where organisations truly stand on the journey from manual compliance to AI-assisted operations, and what's holding them back. The findings will be published as a landmark report shared across the governance and compliance community. 

What we're asking:
We'd value 10 minutes of your time to complete a confidential online survey. 

What you'll receive in return:
Early access to the full published report (before public release).

Confidentiality:
All responses are anonymised. No individual or organisation will be identified in the published findings. The research is conducted under strict market research ethics guidelines. This is a limited-participation study. Your perspective would be invaluable. 

Of interest to all

OPPORTUNITY FOR MEMBER INPUT

As we have mentioned in previous Technical Briefings, we are developing a programme to help governance professionals lead board-level conversations on AI governance, integration, and strategic oversight. The goal is to provide practical tools and real-world insight that support confident, informed engagement with AI at board level.

Phase 1: Discovery and Engagement. We are holding roundtables to understand how boards approach AI, how governance teams add value and where they face barriers. These discussions will inform a thematic analysis and stakeholder map.
Phase 2: Guidance Review and Prompting Framework. We will assess UK and international AI governance guidance and develop a prompting framework containing practical questions and scenarios. We will also publish an article on modernising board practice in response to AI.
Phase 3: Case Studies and Integration Insights. We will produce case studies illustrating how boards integrate AI into strategy, risk and operations, highlighting effective governance practice and approaches to responsible innovation.

Call for Roundtable Participants
There is still time to register to take part in our roundtable discussions. Many thanks to those who have already done so. We’re particularly keen to hear from those who have experience supporting board-level conversations on AI, whether through formal governance channels or informal engagement.

Your insights will help shape a practical resource that reflects real-world challenges and supports confident leadership in a fast-moving area of board oversight.

We also encourage completion of our AI survey. Insights will shape the tools and resources developed later in the project.

Of interest to all

OPPORTUNITY FOR MEMBER INPUT

We’re developing a guidance note to support Company Secretaries, Directors, and Trustees who take maternity leave while holding governance responsibilities. These roles carry statutory duties that remain in force unless formally reassigned. Without clear delegation, both the individual and the organisation face legal and operational risks.

The guidance will draw on legal advice to clarify statutory duties and liability, HR expertise to support policy alignment and reintegration planning, and insights from roundtable discussions. These conversations have highlighted common challenges such as unclear liability, informal handovers, and communication gaps. They’ve also surfaced examples of best practice, including early planning and board-approved interim appointments.

Our aim is to help organisations maintain legal clarity, ensure operational continuity, and support inclusive reintegration.

Join the Roundtable

There is still time to register to take part in our roundtable discussions. Many thanks to those who have already done so. Your experience will help shape a resource that strengthens governance and promotes inclusive leadership. 

Of interest to all working in corporate governance

OPPORTUNITY FOR MEMBER INPUT

The expectations placed on the Chair of the Board within FTSE 350 companies have never been greater. Operating amid geopolitical instability, cyber risk, economic uncertainty and heightened ESG scrutiny, Chairs are leading the board in an increasingly complex governance landscape. These pressures are further intensified by evolving board composition and increasingly complex board dynamics.

Neill McWilliams FCG, as part of his PhD research with Henley Business School, is examining a critical gap in understanding how contemporary governance challenges are reshaping the Chair’s role and influencing their contribution to overall board effectiveness. A key dimension of the research explores how the Company Secretary can best support the Chair’s development and effectiveness in this evolving environment.

CGIUKI is supporting this research, which aims to provide improved understanding and practical governance insight. Neill would welcome the opportunity to speak with Company Secretaries/General Counsel, Chairs, Non-Executive Directors and Chief Executive Officers from FTSE 350 companies who may be willing to participate in a confidential one-hour online interview as part of the study. If you would be interested in contributing, please contact Kayla Schembri at policy@cgi.org.uk.

Of interest to all working on sustainability reporting

INSTITUTE CONSULTATION RESPONSE

On 20 March, the Institute submitted its response to the Financial Conduct Authority (FCA) consultation CP26/5: Aligning listed issuers’ sustainability disclosures with international standards, proposing major reforms to sustainability reporting for listed issuers. 

Many thanks to all those members who contributed to this response. 

Of interest to all working in corporate governance and reporting

INSTITUTE CONSULTATION RESPONSE

On 31 March, the Institute submitted its response to the FCA consultation CP25/34: ESG ratings: proposed approach to regulation 

Many thanks to all those members who contributed to this response.

Of interest to all working on listing announcements

INSTITUTE CONSULTATION RESPONSE

On 31 March, the Institute submitted its response to the FCA CP26/8: Quarterly consultation paper No. 51, specifically chapter 10 re POATR and Listing Rules.  

Many thanks to all those members who contributed to this response which, to some extent, addresses the issues with the new public offers and admissions to trading regime reported last month. 

Of interest to all working in governance

INSTITUTE CONSULTATION RESPONSE

On 2 April, the Institute submitted its response to the Parliamentary Environmental Audit Committee, call for evidence on Risks and Opportunities to the Sustainability of Data Centres in the UK

Many thanks to all those members who contributed to this response which, to some extent, addresses the issues with the new public offers and admissions to trading regime reported last month. 

Of interest to all working in corporate governance

CPD OPPORTUNITY FOR MEMBERS

Join us on 20 May for a one hour webinar with Professor Sir Andrew Likierman as he discusses AI and Judgement.

It’s now clear to everyone that AI will have a far-reaching impact on the way we work.  But what does that mean for what need to do to survive and thrive in this new world?  Using his experience on the Boards of listed and unlisted companies, as a Director of the Bank of England, as a senior Civil Servant and as Dean of the London Business School, Professor Sir Andrew Likierman will set out one important way in which we can prepare ourselves.

Outlining his recent work on human judgement, Sir Andrew will provide insights into the implications of the advances of AI for what the machine can and cannot do.  He will identify the points of interaction between humans and AI and set out how we can improve the quality of our own judgement to help us work with AI rather than risk being replaced by it. He will link this specifically to governance work based on knowledge of the field of governance stretching back to his membership of the Cadbury Committee more than 30 years ago.

Of interest to all working on filings

On 16 March, Companies House published a statement from Andy King, Chief Executive of Companies House, on a security issue that had been identified in the WebFiling service. 

In brief, a system update in October 2025 introduced a vulnerability which meant that a logged-in user of the WebFiling service could potentially access and change some elements of another company’s details without their consent after performing a specific set of actions.

The problem has been investigated and resolved, but Companies House are asking all companies to check their registered details and filing history to make sure everything appears correct. If a company has a concern, please contact them on enquiries@companieshouse.gov.uk using ‘WebFiling issue’ in the subject heading and include evidence to describe the concern.

Guidance was subsequently published on 20 March. 

Legal commentary on the issue has come from Kingsley Napley and Shoosmiths. 

Of interest to all responsible for corporate reporting

On 16 March, the FRC published updated guidance on 'comply or explain' reporting, designed to help investors, proxy advisors and other users of corporate reporting better understand and appreciate the value of companies that choose to depart from provisions of the UK Corporate Governance Code.

Flexible governance reporting is, in the Institute’s view, one of the key advantages of the UK corporate governance regime and this new guidance is a valuable addition to the FRC’s library.  A thoughtful, well-reasoned explanation for departing from a Code provision is not a governance failure. It is frequently evidence of a more considered and sophisticated approach to governance than simple box-ticking. “The guidance is intended to help investors and advisors understand what to look for when reading a departure explanation, and why a departure accompanied by a clear and transparent explanation should be seen as a positive indicator of a board engaging seriously with its governance responsibilities.

Of interest to all responsible for corporate reporting

The government has published its response to the consultation it conducted last year on mandatory ethnicity and disability pay gap reporting, confirming that it will introduce a requirement for large companies that are already within scope of gender pay gap reporting requirements to disclose their ethnicity and disability pay gaps.

The government intends to take forward all but one of the proposals set out in the consultation and the response sets out details of the new reporting regime, with additional details for each proposal.

The response paper includes draft clauses of primary legislation, to be inserted into the Equality Act 2010, which would allow for regulations to be made setting out the details of the reporting obligation, but does not set out when the new reporting requirements will come into force. 

Of interest to all working in corporate governance

On 27 March, the Financial Reporting Council published its Plan and Budget for 2026 to 2027, identifying the second year of its 2025 to 2028 Strategy as a year of delivery. The plan prioritises strengthening audit quality, corporate reporting and governance to reinforce UK economic growth.

The FRC will deliver five priority projects. It will adopt a proportionate and risk based Audit Supervision Approach and modernise enforcement through its End to End Review, including a faster Accelerated Procedure and Early Admissions process.

The year begins reporting under Provision 29 of the UK Corporate Governance Code and marks the transition to the updated Stewardship Code, whose signatories now oversee £56.4 trillion in assets.

The FRC will continue supporting SMEs, expand its Innovation and Improvement Hub and introduce a voluntary sustainability assurance provider regime. It will also advance international standards through its work on the IAASB Going Concern Task Force and ISSA 5000.

The FRC has set a £73.3 million budget with unchanged staffing. Stakeholders endorsed the direction during consultation. The strategy does not depend on audit legislation, and the Government intends to place the FRC on a statutory footing.

Of interest to all those working in corporate governance

The FCA has published its Annual Work Programme for 2026 to 2027, setting out the next phase of its shift towards a smarter and more data driven regulatory model. The plan commits to modernising regulation, simplifying supervision and reducing administrative burdens across the financial services sector. 

The FCA will expand its use of artificial intelligence to accelerate authorisations, detect harm earlier and review documents more efficiently. It will also invest in analytics to improve case handling and open its Supercharged Sandbox to support safe testing of innovative, AI driven products. These measures aim to increase regulatory predictability and proportionality while improving firms’ operational experience. 

The FCA has also published its Perimeter Report for 2026 to 2027, highlighting areas where markets, technology or consumer behaviour may be evolving faster than legislation. The report identifies emerging issues at the boundary of the FCA’s remit and signals where legislative change may be required to protect consumers and maintain market integrity. It is designed to flag gaps early before they result in harm.  

In parallel, the FCA has opened a consultation on its fees and levies. It proposes a 1 per cent increase in minimum, flat rate and application fees, reflecting the uplift in its regulatory activities budget and remaining below inflation. 

Of interest to all working in governance

On 3 March, the FCA announced that a fine of £12,993,700 had been imposed on John Wood Group PLC for contravention of: 

•    Listing Rule 1.3.3R (a listed company must take reasonable care to ensure that misleading information is not published); and
•    Listing Principle 1 (a listed company must take reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations).

The Final Notice runs to some 34 pages but, in brief, the FCA has concluded that a poor financial culture in the company resulted in poor practices around accounting judgements and the control framework was insufficiently robust to ensure that, where accounting judgements needed to be made in relation to its projects, they were 
made appropriately and in compliance with applicable accounting standards. 

There are interesting articles on this decision from Burges Salmon and Lewis Silkin. 

And finally, some articles that passed across my desk and struck me as being of interest to members:

Agentic AI and consumer law: the CMA's guidance for businesses: An interesting article from Lewis Silkin.

Audit and assurance in context: What Audit Committees want directors to understand: A helpful paper from ICAEW.

Charity trustees and whistleblowing - Insights for the charity sector: An article from Shoosmiths, looking at the implications of a recent Employment Tribunal decision that a charity trustee was not entitled to whistleblower protection. 

Delegating ex gratia decisions: guidance for charity trustees: An interesting article from Withers which can be read with their paper 'Ex gratia payments explained: a guide for charities in England and Wales'.

Directors' duties after liquidation: can former directors be held liable?: An interesting analysis from Mishcon de Reya on the implications of the Supreme Court decision in Mitchell and another (Joint Liquidators of MBI International & Partners Inc (In Liquidation)) v Sheikh Mohamed Bin Issa Al Jaber [2025] UKSC 43.

Economic Crime and Corporate Transparency Act 2023: what overseas groups and cross border dealmakers need to know: A paper from Penningtons Manches Cooper which summarises some of the key reforms and practical considerations for overseas organisations. 

English football's new regulator to hand clubs and investors 'state of the game' scorecard: A paper from Osborne Clarke looking at changes on the way for football clubs. 

Force Majeure: The conflict in the Middle East has caused a number of law firms to consider the issues of force majeure. Among the better articles I saw were those from Hill Dickinson, Shoosmiths, Slaughter and May, Stephenson Harwood.

Generative AI in the Boardroom: An interesting article from Clifford Chance looking at the use of AI tools in the boardroom. 

Online AGMs: An interesting discussion in the House of Lords on 23 March on this contentious subject.  

Privilege and AI assisted legal advice: A blog from DLA Piper which advises that legal advice created with generative AI can attract privilege if a qualified lawyer supervises, reviews and adopts the output. AI tools cannot create privileged advice on their own. Privilege is preserved only when lawyers direct the AI, verify its output and treat it as their own work. The firm stresses the need for responsible use, avoidance of public AI systems and strong internal controls. With case law still undeveloped, practitioners should rely on existing privilege principles and maintain rigorous oversight.

Scottish charity law - final changes coming into force: A paper from Brodies noting that the final tranche of provisions in the Charities (Regulation and Administration) (Scotland) Act 2023 (“the 2023 Act”) came into force on 9 March.

Soft opt-in now in force for UK charities: An interesting article from Withers. 

UK Sustainability Reporting standards: There have been a number of legal articles on the publication of the final versions of the UK Sustainability Reporting standards on 25th February (reported in last month’s Technical Briefing) including ones from Eversheds Sutherland, Latham and Watkins, Macfarlanes, Mayer Brown, Mishcon de Reya, Travers Smith and Travers Smith again. 

US AI oversight: investor expectations and company practice: An interesting paper from the Harvard Law School Forum on Corporate Governance reports that investors in the United States now expect boards to oversee artificial intelligence risks with clear reporting and formal governance structures. S&P 100 disclosures remain uneven, with only about half reporting board level oversight and fewer than one third reporting both oversight and an AI policy. Company practices vary widely, reflecting different levels of AI maturity and risk exposure. Stronger SEC expectations and growing shareholder pressure are driving companies towards more consistent governance. Boards that build AI literacy and strengthen accountability frameworks are better placed to manage these risks.

Volunteering as the “S” in ESG/CSR: An interesting article from Walker Morris on how companies can demonstrate meaningful social impact. 

On the subject of further reading, it would be remiss of me not to mention the CGIUKI blogs published in March:

16 March - From the CEO: Connecting the governance profession 
23 March - Comment: Supporting the next generation of governance professionals in Mauritius
30 March - Comment: How governance professionals are powering Mauritius’ next chapter