Technical Briefing July 2026

Of interest to all working in governance

CPD OPPORTUNITY FOR MEMBERS

Governance 2026 is next week. Over two days there will be a variety of sessions, some about building your career and your soft skills, but others specifically about developing your technical knowledge.  

We have sessions on a number of the reports on which the Policy team have been working, including one where Kayla, Valentina and I will look at some of our key workstreams:  

•    Equipping Governance Professionals to Lead AI Conversations;
•    Standing Up to the AI Hype; and
•    Extended Leave (and Maternity Leave) in Governance Roles: Clarity, Continuity, Confidence 

There are also sessions looking at: 
•    Board reporting: Then, now and next; and 
•    When everything matters: Mindful exclusion and the new rules of boardroom prioritisation

Tickets are still available here and I recommend that you don’t miss out. 

Of interest to all working in governance

The Boardroom Bellwether is open to all working in governance, across all sectors and organisation types. The aim is to build a clearer picture of how governance is operating in practice and the pressures it is under.

Your input helps us develop a shared understanding of governance in organisations today and ensure the perspective of governance professionals is reflected in our work with government, regulators and employers.

The confidential survey takes less than 10 minutes to complete and covers key areas including risk, board support, AI, cyber and regulation, and you can be entered into a prize draw to win a Kindle Paperwhite.

The more responses we receive, the stronger the insight we can share. Thank you for your support.

Complete the survey here.

Of interest to those working in charity or education governance

OPPORTUNITY FOR MEMBER INPUT

The Department for Business and Trade (DBT) has launched a consultation on the right to time off for public duties. The review considers whether existing provisions under the Employment Rights Act 1996 remain fit for purpose and reflect the evolving range of public and governance roles.

Current legislation provides for reasonable unpaid leave to undertake specified public duties, including certain roles in further and higher education governance. The consultation proposes extending this entitlement to additional positions, including governors of FE designated institutions, audit committee members across the statutory FE sector, and a range of roles within academy trusts and maintained schools.

The proposals signal a broader recognition of governance responsibilities across the education and charity sectors, with potential implications for board participation and employer obligations. DBT is also running a stakeholder engagement programme alongside the consultation.

The Institute will submit a response and convene roundtables to inform its position. Responses are due by 4 September 2026. Members who wish to participate should contact the Policy team at policy@cgi.org.uk or monitor the website for upcoming roundtable dates.

Of interest to all working in corporate governance

OPPORTUNITY FOR MEMBER INPUT - SURVEY CLOSING SOON

The Mindful Exclusion Governance Report is being updated for 2026, once again with input from CGI members.

The 2021 and 2022 reports helped boards and executive teams have more honest conversations about what gets included, excluded and prioritised in boardroom decision-making.

This year’s report explores how decision-making is evolving in response to AI, geopolitics and climate change — and whether boards and executive committees feel equipped for the uncertainty created by these megatrends.

Early findings were shared last month at an event hosted by London Stock Exchange Group, and additional findings will feature at the CGI UKI Annual Conference next Tuesday. 

The survey remains open for a short time, and further CGI member input is needed before the final analysis is completed.

It takes around 30 minutes and asks for honest observations of boardroom decision-making in practice. Responses will be analysed in aggregate and individual responses will not be attributed.

If you are the company secretary / governance professional for an organisation with 100+ employees, please contribute here before the CGI UKI Annual Conference.

Thank you for helping ensure the 2026 report reflects the reality of boardroom decision-making today.

Of interest to all working in corporate governance

REQUEST FOR MEMBER INPUT

Senior leaders and governance professionals are increasingly relying upon their own ethical judgment when navigating the absence of formal rules and clear standards. Boglarka Radi, as part of her PhD research with London South Bank University (LSBU) Business School, is exploring how leaders exercise responsibility and ethical standards to traverse moral uncertainty, responsibility, and accountability in the UK business environment.

CGIUKI is supporting this research, which aims to better understand how senior leaders and governance professionals make ethical decisions in complex organisational environments. Boglarka would welcome the opportunity to speak with members who may be willing to participate in a confidential 40-minute 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 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 in corporate governance

OPPORTUNITY FOR MEMBER IMPUT

The OECD, through the Business at OECD (BIAC) Corporate Governance Committee, has launched a survey to inform its review of how artificial intelligence (AI) is reshaping corporate governance. The survey seeks targeted input from companies on how governance frameworks, board oversight and risk management practices are adapting to increased AI deployment.

The findings will support implementation of the G20/OECD Principles of Corporate Governance (G20/OECD Principles of Corporate Governance) and inform future policy development in this area. The survey is designed to be concise, comprising around 20 multiple-choice questions, with all responses treated in confidence. Aggregated results will be analysed and published in a report to support ongoing policy discussions within the OECD Corporate Governance Committee.

The Institute will submit a response and convene roundtables to inform its position. Responses are due by 20 July 2026. Members who wish to participate should contact the Policy team at policy@cgi.org.uk and monitor the website for upcoming roundtable dates.

Of interest to all working in an AIM listing company

On 4 June 2026, the London Stock Exchange (LSE) published their AIM Notice 62 setting out several proposed changes to the AIM Rules for Companies and the AIM Disciplinary Procedures and Appeals Handbook.
 
Headline changes include:
1.    reducing unnecessary burdens relating to admission;
2.    easier fundraisings and enabling retail participation;
3.    supporting AIM company acquisition activity;
4.    greater flexibility to support innovative and growing companies;  
5.    providing greater agency for AIM companies;
6.    attracting international companies and ease of transfer for Main Market companies; and
7.    leveraging nominated adviser corporate finance expertise.
 
The LSE have advised that the changes are intended to ensure the AIM’s regulatory framework is supportive of a “dynamic, competitive and leading international growth market that is well placed to attract and retain growing, innovative and ambitious companies.” Consultation responses are due by Thursday, 2 July 2026.

There is an article on these proposals from Bird and Bird. 

Of interest to all working on Code compliance

CGI ENGAGEMENT UPDATE

Last month, I mentioned the Government consultation on plans to introduce a new ‘re-domiciliation’ regime to allow foreign companies to re-locate to the UK. Many thanks to those members who contributed to this response, which is now available on the Institute website.

Of interest to those working in Corporate Governance

On 22 June, the Institute responded to the Insolvency Service and Department of Business and Trade consultation on Corporate Civil Enforcement Reform.

Of interest to all involved with filings at Companies House

INCOMING REGULATION

On 9 June 2026, the Department for Business and Trade (DBT) published its third progress report on the implementation of the Economic Crime and Corporate Transparency Act 2023 (ECCTA) outlining key commencement dates and confirming that implementation activity will continue into 2028.

On the same day, the department issued written statements to both the House of Lords and House of Commons setting out proposed updates to the annual accounts filing regime (further to ever-developing ECCTA reforms).

According to the statements, the reforms will now take effect from 1 April 2028, giving both companies and software providers additional time to prepare for the changes. A welcome breathing space to all those impacted, no doubt.

As detailed in several prior Technical Briefings, these reforms include:
•    requiring small companies and micro entities to file profit and loss accounts with Companies House, as other companies do, although these will not have to be made public;
•    removing the option for companies to file abridged accounts;
•    a strengthened eligibility statement for all companies claiming an audit exemption;
•    the ability for the registrar to require all companies to file accounts via software (using inline extensible Business Reporting Language (iXBRL) format); and
•    requiring component parts of the filed accounts and reports to all be filed together.

One of the reasons for the delay is to give companies more time to prepare. We have been pressing DBT and Companies House on the additional cost burden that mandatory software filing imposes on companies and are grateful to those members who have been willing to share with us the fees that they have been quoted. DBT is providing a list of software providers on GOV.UK to help companies find a suitable software package.

Of interest to all working in charity governance

REGULATORY GUIDANCE

The Fundraising Regulator has issued guidance on the application of the “soft opt-in” to fundraising communications and its interaction with charitable purposes. The guidance clarifies how charities can rely on the soft opt-in under data protection law when sending electronic marketing to individuals who have previously engaged with them.
It sets out the conditions that must be met, including that contact details were obtained in the context of a prior transaction or engagement, that individuals were given a clear opportunity to opt out at the point of data collection, and that all subsequent communications include a simple means of opting out.

The guidance also addresses the relationship between fundraising communications and charitable purposes, helping organisations ensure their approach remains compliant with both data protection requirements and fundraising standards. It forms part of the Regulator’s wider effort to support proportionate, transparent and responsible fundraising practices.

Of interest to all working on corporate reporting

On 4 June, the Financial Reporting Council (FRC) announced “a significant expansion of its innovation programme, inviting audit firms and companies to work directly with the regulator to explore new technologies, simplify corporate reporting, and reduce unnecessary burdens in the audit market.”

There are three new initiatives: a new Audit Tech & AI Sandbox; a research programme to understand barriers to technology adoption in audit; and a second round of the FRC’s Simplifying Annual Reporting Sandbox.

Of interest to all working in corporate governance and succession planning

The FTSE Women Leaders Review, in collaboration with the University of Glasgow, has published a report examining the pipeline to FTSE 350 chair roles. The research finds that women currently hold around 17% of chair positions and identifies persistent structural and cultural barriers to progression.

The report calls for a more systematic approach to succession planning and talent development at board level. It urges boards and investors to broaden definitions of leadership potential, strengthen long-term succession pipelines, and expand opportunities for women to gain executive and profit-and-loss experience.

It also highlights the need to make fuller use of the flexibility within the UK corporate governance framework, moving towards a more principles-based approach to support diverse leadership. The findings aim to strengthen the pipeline of future chairs and promote more balanced and effective board leadership.

Of interest to those working in academy governance

ImpactEd has published its Beyond the Agenda report, examining governance practice across academy trusts and further education (FE) institutions. Drawing on insights from governors, governance professionals and executive leaders, the research identifies a clear gap between formal governance frameworks and how governance operates in practice.

The report finds greater divergence within academy trusts, where perspectives between boards and executive leadership are less aligned. By contrast, FE institutions demonstrate closer alignment overall, although gaps persist in areas such as decision-making and stakeholder engagement.

The findings highlight the need to strengthen shared understanding of governance roles, improve board–executive relationships, and ensure governance arrangements operate effectively in practice as well as in principle.

Of interest to those working in corporate governance

Bird & Bird has published a guide to the evolving cybersecurity and resilience regulatory landscape across the EU and UK. The guide provides a practical overview of key legislative frameworks, including the NIS2 Directive, the Digital Operational Resilience Act (DORA), the Critical Entities Resilience (CER) Directive, and relevant UK regimes such as the Network and Information Systems Regulations and the Product Security and Telecommunications Infrastructure Act. 

It sets out the core obligations for organisations, covering risk management, incident reporting, governance responsibilities and supervisory expectations. The guide also highlights the increasing emphasis on board-level accountability and management liability in relation to cybersecurity and operational resilience. 

The publication underscores the pace of regulatory change, noting ongoing developments at EU level aimed at greater harmonisation and simplification, including proposed revisions to the Cybersecurity Act and wider digital policy reforms. It stresses that organisations should treat compliance as an ongoing process, requiring continuous adaptation of governance, systems and controls rather than a one-off exercise.

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

AI in Incentive Plans: Opportunity, Risk, and the Role of the Compensation Committee: An interesting (American) article from the Harvard Law School Forum on Corporate Governance, looking at how remuneration committees (they call it compensation for some unfathomable American reason) face questions about how they are incorporating the business use of AI into incentive frameworks.

Crime and Policing Act 2026: Further to the article in last month’s Technical Briefing, there are further articles from Charles Russell Speechlys on the changes. 

Cyber governance and directors' duties: what the government's open letter means for boards:  An interesting blog from Lewis Silkin considers the increased expectation for directors to engage meaningfully with cyber risk.

Director nominations: 3PB Barristers (3 Paper Buildings) have published an interesting article on a recent case - Magic Investments SA v Broadbent and The Greater Good Fresh Brewing Co Limited [2026] EWCA Civ 711 - in which the judge was faced with two conflicting interpretations of the word ‘nominate’ in a written agreement. 

Directors’ duties: An interesting article from Manolete Partners going back to Saxon Woods Investments Ltd vs Francesco Costa [2025] EWCA Civ 708 and looking at the implications for directors’ duties. The case is currently before the Supreme Court on appeal, so watch this space. 

Directors’ and Officers’ duties and liabilities - The Star decision: An interesting article from Herbert Smith Freehills Kramer looking at the implications for directors’ and officers’ duties and liabilities of the judgement in a recent Australian court case (my court case of the month for July). A case, I might add, brought by the Australian Securities and Investments Commission – would that the FRC, or ARGA or whatever the government decides to call it, had the power to address issues like this. Not the least of my learnings was that the General Counsel/Company Secretary/Chief Legal and Risk Officer (CLRO), (all one person – how many potential conflicts do we see there?) was found to be in breach of her duties because all her duties in whichever role are subject to her responsibilities as company secretary.  I was particularly struck by the Judge’s obiter comment that “company secretaries have a critical role in preserving role boundaries with management and promoting proper director engagement.”

Five things English companies and their investors need to know about human rights-related litigation risks: An interesting article from Charles Russell Speechlys looking at some recent case law. 

Increasing enforcement action against directors - late filing of accounts: An interesting article from Bird and Bird on the perils of late filing of accounts.  

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

9 June - Comment: Social housing reforms are coming. Are you ready for the changes?
16 June - Comment: Modern Slavery - Transparency without proof is a liability
23 June - From the CEO: Why Governance 2026 matters
23 June - Comment: The ethnicity pay gap isn’t just about numbers; it’s about who is seen, heard, and represented
26 June - Comment: Why social impact is a test of great governance