Technical Briefing August 2025

Of interest to all those working in corporate governance

NEW REGULATION

On 5 August, Companies House confirmed that, from 18 November 2025, all new company directors and people with significant control (PSCs) will be legally required to verify their identity under the Economic Crime and Corporate Transparency Act 2023. 

Existing directors will need to confirm they have verified their identity at the same time as they file their next annual confirmation statement, during a 12-month transition period. Existing PSCs will need to verify their identity within 12 months of the commencement of mandatory identity verification on 18 November. The period for doing this will depend on their situation and Companies House will provide clear advice about when they will need to do it.

For more information, read the guidance on when to verify. 

Identity verification requirements for limited partnerships, corporate directors of companies, corporate members of Limited Liability Partnerships and officers of corporate PSCs, will be introduced at a later date. 

In other Economic Crime and Corporate Transparency Act news, the National Crime Agency has announced that 11,500 UK companies have been struck off the Companies House register after a crackdown and there is also an article from Brodies on the extension of ECCTA ID verification requirements to directors of overseas companies with UK establishments and unregistered companies.

Of interest to all those working in corporate governance

REQUEST FOR SUPPORT FROM MEMBERS

The Financial Reporting Council (FRC) has published draft guidance to support organisations preparing reports under the UK Stewardship Code 2026. The guidance is optional and non-prescriptive. It offers suggestions on how organisations might explain their approach to stewardship, particularly in relation to the Policy and Context Disclosure and the Principles of the Activity and Outcomes Report.

Organisations do not need to follow the guidance to comply with the Code. Many current signatories will be able to prepare their 2026 reports without referring to it. However, the guidance may assist those seeking to enhance transparency or improve the clarity of their reporting. It also includes suggestions for organisations managing asset classes beyond listed equity, helping them interpret and apply the Principles of the Code in a broader investment context. 

The FRC is currently seeking feedback on the draft guidance and the Institute will be responding to the consultation, which closes on 31 August 2025. If you would be willing to help with the drafting of that response, please contact Valentina Dotto at policy@cgi.org.uk.

Of interest to all those working in corporate governance

REQUEST FOR SUPPORT FROM MEMBERS

The Department for Business and Trade (DBT) and the Department for Energy Security and Net Zero (DESNZ) opened three consultations on sustainability reporting and transition planning on 25 June 2025 during London Climate Action Week. These aim to position the UK as a global centre for sustainable finance. 

The first consultation covers climate-related transition plan requirements. UK listed companies and regulated financial institutions must prepare credible plans aligned with the 1.5°C Paris Agreement goal, based on the Transition Plan Taskforce framework, from October 2023. 

The second addresses the exposure drafts of UK Sustainability Reporting Standards. These will be UK endorsed versions of IFRS S1 and S2 to provide clear, comparable sustainability related financial disclosures. The standards are expected to apply to listed companies and large private entities, with final versions due in autumn 2025. 

The third consultation, Developing an oversight regime for assurance of sustainability-related financial disclosures, proposes a voluntary registration scheme for assurance providers of sustainability disclosures to build market trust and capacity. 

As part of our engagement with the DBT and the DESNZ, we have been asked to arrange a roundtable with members who are interested in this subject and would be prepared to discuss the practical issues with the responsible civil servants. This will be held on Wednesday 3 September, either at Saffron House or online. There will be two sessions: from 9.30am to 11am, there will be a general discussion, open to all, where DBT and DESNZ will outline the consultations, take questions and pose them to the group; from 11am to 12.30pm, there will be a roundtable discussion specifically for company secretaries in large private companies where DBT and DESNZ will discuss issues arising from the consultation proposals from the perspective of those companies. If you would like to join us for either or both of these sessions, please let me know at policy@cgi.org.uk. 

The deadline for all three consultations is 17 September 2025. The Institute will be responding to all three consultations and if you would be willing to help with the drafting of those responses, please contact Valentina Dotto at policy@cgi.org.uk.   

There are useful background articles from Hogan Lovells and Macfarlanes and Mishcon de Reya.

Of interest to all those working in higher education

REQUEST FOR SUPPORT FROM MEMBERS

Advance HE has published a Framework for Leading in Higher Education, designed to guide leadership practices within the sector. The framework focuses on three key dimensions: knowledge and understanding, values and mindsets, and applications and skills. It serves as a resource for self-development, preparing for promotion and supporting team and organisational development. 

Advance HE is currently seeking feedback before finalising the document in September. The Institute will be responding to the consultation. If you would be willing to help with the drafting of that response, please contact Valentina Dotto at policy@cgi.org.uk.   

Of interest to all those working in corporate governance

NEW REGULATION

The FCA has published the final prospectus rules for the new public offers and admissions to trading regime, which will take effect on 19 January 2026. While most existing rules on prospectuses and admissions will largely remain unchanged, the new regime incorporates changes responding to issues raised in Lord Hill’s Review of the Listing Regime and the Secondary Capital-Raising Review. These updates aim to make it easier, faster and more cost-effective for listed companies to raise funds through secondary capital-raisings and to use their own shares as consideration in takeovers.

There are background articles from Herbert Smith Freehills Kramer, Linklaters, Macfarlanes, Slaughter and May and Travers Smith.

Of interest to all those working in corporate governance

NEW REGULATION

On 10 June 2025, the FCA launched the Private Intermittent Securities and Capital Exchange System (PISCES) under Policy Statement PS25/6, which included the final rules for the PISCES sandbox. The five year sandbox runs until June 2030 to test regulated secondary trading of private company shares in a controlled environment.

PISCES allows periodic, non continuous trading windows for shares of UK and overseas private companies that are not listed on public markets. Eligible participants include professional investors, high net worth individuals, sophisticated investors, employees and share plan trustees. The platform does not permit primary capital raising or trading in debt or derivatives.

The framework aims to promote innovation and competition while maintaining investor protection through disclosure requirements, risk warnings and platform specific rules. The FCA will monitor activity throughout the sandbox. By June 2030, the Treasury will report to Parliament on whether PISCES should move to permanent regulation. 

There are interesting articles on this subject from Mayer Brown and Travers Smith. 

Of interest to all those working in charity governance

NEW REGULATION

The Charities (Regulation and Administration) (Scotland) Act 2023 updated the 2005 framework to strengthen transparency and public confidence. Some of its key measures will apply from mid 2025.

From 30 June 2025, charities must collect full trustee details for OSCR, including name, contact information, date of birth and date of appointment. OSCR will also create a public record of charity mergers to support legacy transfers.

From 31 August 2025, expanded automatic disqualification rules will apply to trustees and senior managers. These include offences such as bribery, terrorism, misconduct as a public official, court order breaches and certain sexual offences. Waivers may be granted on application to OSCR.

There is an interesting commentary on the changes from Shepherd and Wedderburn.

Of interest to all those working in corporate governance

NEW GUIDANCE

On 5 June, the GC100 and Investor Group published updated guidance on directors’ remuneration reporting (login may be required to access the report), effective for financial years starting on or after 11 May 2025. This refresh aligns with good practice and reflects simplifications introduced by the Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025, which remove duplicative requirements from the 2019 EU Directive.

The guidance reinforces the UK Corporate Governance Code’s requirement to disclose shareholder engagement, detailing how companies should report interactions and the impact of shareholder views on remuneration policy and outcomes. It also acknowledges the increasing use of ESG metrics in variable pay schemes, advising that these align with strategic objectives and long-term value creation.

Further, the guidance clarifies expectations for considering workforce pay in executive remuneration policies, encouraging disclosure of workforce engagement and pay distribution details. It addresses concerns over windfall gains from incentive awards by recommending reductions in grant sizes when share prices fall and transparent reporting of related committee decisions.

Reporting teams should review, and update directors’ remuneration reports to align with the new guidance, streamline disclosures by removing duplicates and enhance transparency to ensure compliance with the UK Corporate Governance Code and 2025 Regulations.

Of interest to all those working in corporate governance

NEW GUIDANCE

On 3 July, the Takeover Panel published two new practice statements. Practice Statement 35 (Profit forecasts, quantified financial benefits statements and investment research) “describes the way in which the Executive normally interprets and applies certain aspects of Rule 28 of the Takeover Code in relation to a profit forecast or quantified financial benefits statement published by an offeree company or a securities exchange offeror. It also describes the way in which the Executive normally interprets and applies Note 4 on Rule 20.1 in relation to investment research published by a connected firm.”

Practice Statement 36 (Unlisted share alternatives) “sets out guidance on how the Executive normally interprets and applies the relevant provisions of the Code in respect of an unlisted share alternative to a cash offer (sometimes also referred to as a “stub equity” alternative).”

There are background articles from Ashurst, Herbert Smith Freehills Kramer, Hogan Lovells (PS35), Hogan Lovells (PS36) and Macfarlanes.

Of interest to all those working in charity governance

NEW GUIDANCE

The Charity Commission for Northern Ireland is developing its next three-year strategic plan and has launched a public consultation to gather views on its future direction. The Commission invites feedback on its proposed vision, mission and values, as well as its strategic aims and the outcomes it intends to achieve.

This consultation offers stakeholders an opportunity to influence the Commission’s priorities and ensure the final plan reflects the needs of charities and the communities they serve.

The consultation runs until 5pm on Friday, 26 September 2025.  The Institute is not currently planning to respond, but any members with views that they believe we should submit are asked to contact Valentina Dotto at policy@cgi.org.uk.   

Of interest to all those working in corporate governance

On 15 July, the Digitisation Taskforce, led by Sir Douglas Flint, published its final report, recommending a staged approach to removing paper share certificates and ultimately moving to a fully intermediated system of shareholding in the UK. 

The government has accepted the recommendations made in the report and set out in its response how it intends to take these forward. 

In the first stage of the digitisation process, current paper share registers will be replaced by digitised versions – maintaining the service that paper shareholders receive today but in digital form. The report recommends this should happen before the end of 2027, with an industry Technical Group finalising the details of how this would be implemented.

Then, over the course of this Parliament, the government, regulators and the Technical Group will work to improve the intermediated system to ensure that shareholders can exercise their rights effectively and efficiently through intermediaries. The report recommends a package of measures to achieve this.

Once these improvements have been made, all shares should transition into the intermediated system. The report recommends that the Technical Group considers how best to deliver this, particularly taking into account the needs of vulnerable and older investors. As part of the Terms of Reference for the Technical Group, the government will set criteria which should be met before this final step takes place.

There are briefings on this subject from Burges Salmon, Herbert Smith Freehills Kramer, Latham and Watkins and Linklaters. 

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

Avoiding detention as a trustee of an independent school: An article from Penningtons Manches Cooper on the liabilities of an independent school trustee. 

BrewDog, Preference Shares and the Illusion of Employee Equity: An interesting – and rather concerning – article from Burges Salmon looking at the implications of corporate actions on employee shareholdings in one specific case.

New Audit Exemption Regime Commenced in Ireland: An article relevant to Irish companies, but with broader general interest, from CLS explaining that Section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 was commenced on 16th July 2025. 

PISCES: An article from Charles Russell Speechlys explains that draft legislation has been published allowing existing CSOP and EMI contracts to be amended to include PISCES.

Rectification of a company’s statutory registers: An interesting article from Doyle Clayton solicitors following the High Court decision in the case of Jusan Technologies Ltd v Uconinvest LLC [2025] EWHC 704 (Ch).

Shareholder rule: In previous briefings, we have mentioned changes to case law relating to the ‘shareholder rule’ that companies could not assert legal advice privilege against their shareholders. The issue has now been determined by Privy Council, abolishing this as a matter of both Bermudian and English law in its judgement on Jardine Strategic Limited (Appellant) v Oasis Investments II Master Fund Ltd and 80 others (Respondents) No 2 (Bermuda) [2025] UKPC 34. This is explained in more detail in articles from Akin Gump Strauss Hauer & Feld, Charles Russell Speechlys, Freshfields, Herbert Smith Freehills Kramer, Kingsley Napley, Latham and Watkins and Mishcon de Reya. The number of law firms writing about this suggests to me what a big deal this case is in the legal world!

The evolving role of the company secretary in UK corporate law: An interesting article from Doyle Clayton solicitors.

What are the AI risks for charities?: An article from Slee Blackwell Solicitors LLP.
  

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

9 July - Inquiry criticises Post Office for “unnecessarily adversarial attitude”

14 July - Ten steps to strengthen cybersecurity reporting for boards

15 July - From the CEO: Why governance matters more than ever

24 July -  A new era for football governance

31 July - CGIUKI urges UK Companies to prepare now for new fraud and ID rules