Technical Briefing June 2026

Of interest to all working in corporate governance

UPDATED CGI GUIDANCE PUBLISHED

Prior to the introduction of the Companies Act 2006 (the "Act") the register of members of a company was a public register, open to inspection and copying by any member and any other person. In recognition of the need to protect shareholders from being contacted for an improper purpose, the Act made access to a company’s register of members subject to a ‘proper purpose’ test, although this was not defined.

The relevant legislation came into force on 1 October 2007 and the Institute – then ICSA - produced a guidance note to provide an industry view on, and examples of, what should constitute a proper purpose and what is likely to be an improper purpose. This guidance has been regularly updated over the years to reflect developments in good practice and, more importantly, developments in precedent as set by various Courts. It continues to be referenced in Court. 

This new 2026 version of the Guidance Note takes into account the decisions of the High Court and the Court of Appeal in the cases Burry & Knight Limited & anr v Martin John Murless Knight [2014] EWCA Civ 604 ("Burry & Knight"), Richard Charles Fox-Davies v Burberry Plc [2017] EWCA Civ 1129 ("Burberry"), Houldsworth Village Management Company Limited v Keith Barton [2020] EWCA Civ 980 ("Houldsworth"), Sir Henry Royce Memorial Foundation v Mark Gregory Hardy [2021] EWHC 714 (Ch) ("Sir Henry Royce"),  Exeter Golf and Country Club Ltd v Jackson [2023] EWHC 198 (Ch) ("Exeter Golf"), Aviva plc v Litani LLC [2025] EWHC 3134 (Ch) ("Aviva") and BCNO Limited v Iain Cooke [2026] EWHC 1263 (Ch). The latter was only published last week and necessitated a quick revision of the guidance that was being prepared for launch on Monday.

Earlier editions of this Guidance Note were referred to as a reference point in several of those cases.

The Institute wishes to thank Gareth Sykes, Isobel Hoyle and Caroline Hagg, Herbert Smith Freehills Kramer LLP; James Ferguson and Callum Leeson, Pinsent Masons LLP; and members of the CGI Registrars Group for their assistance in revising this Guidance Note.

Of interest to all involved on Code compliance

OPPORTUNITY FOR MEMBER INPUT

On 25 March, the Government launched its long-expected consultation on plans to introduce a new ‘re-domiciliation’ regime to allow foreign companies to re-locate to the UK.

In 2021, this was the subject of a major consultation, since when an Independent Expert Panel of financial and legal professionals was established to determine how such a regime might be established. Its report was published at the end of 2024 and welcomed by the Government.

The consultation sets out proposals for how the new regime would work, and the criteria that would apply for a foreign company to re-domicile.  

The consultation closes on 19 June 2026 and the Institute will be responding. This is a technical issue and so we would be particularly grateful for members’ help with our response. 

If you would be interested in contributing, please register to take part in our roundtable discussions.

Of interest to all responsible for board papers

OPPORTUNITY FOR MEMBER INPUT

Thank you to those who have already responded to my request for your top tip(s) for someone preparing a board pack for the first time, but we would like still more. This is something on which I know each and every one of you can contribute and do please contribute on policy@cgi.org.uk.

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 using.

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 on listing announcements

CGIUKI ENGAGEMENT RESPONSE

Last month, I mentioned that, 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.

On 27 April the FCA published Primary Market Bulletin 63, which included feedback on that consultation. We were one of only five respondents to that consultation and the immediate problem has been addressed through the UK Listing Rules (Amendment) Instrument 2026, which came into force on 24 April 2026. The FCA has also noted the various suggestions that we and others put forward to streamline the announcement process and will undertake further consultation in due course.

Of interest to all working in Sports Governance

CGI ENGAGEMENT FEEDBACK

On 5 May, the Institute responded to the Independent Football Regulator’s consultation on the second licensing regime. Many thanks to those members who helped with the drafting of this response.

Of interest to all working in higher education governance

CGI ENGAGEMENT FEEDBACK

On 10 May, the Institute responded to the opportunity to comment on the draft CUC Code of Governance 2026. Many thanks to those members who helped with the drafting of this response. 

Of interest to those working in charities

Trustees are facing increasing expectations to ensure that their charity’s investments align with its purpose, with the issue moving from a niche concern to a mainstream governance priority. While often perceived as complex, guidance emphasises that a clear framework and structured decision-making process can make alignment more manageable in practice. 

The focus is shifting beyond simply avoiding certain investments towards a broader assessment of how a charity’s assets support its overall mission. Trustees are not required to ensure that all investments directly advance charitable objectives, but they should be able to explain how their approach is consistent with the charity’s purposes. 

A key consideration is the balance between financial returns and mission alignment. Trustees are not expected to prioritise purpose at any cost; rather, they should actively identify and manage trade-offs, ensuring that decisions are informed, documented and capable of justification. 

The investment policy is identified as the central tool for embedding this approach. Effective policies should clearly articulate how charitable purposes are reflected in investment decisions, set out any restrictions or areas of concern, guide investment managers and establish processes for ongoing review. 

Many charities may find that their existing policies have developed incrementally and no longer reflect current priorities. A periodic review or reset can help trustees ensure that their investment strategy is coherent, transparent and aligned with their governance objectives. 

Wedlake Bell have published some helpful guidance which highlights that aligning capital with purpose is less about achieving perfect consistency and more about demonstrating a robust and reasoned approach to investment decision-making.

Of interest to all working in governance

The Crime and Policing Act 2026 (the "CPA") received Royal Assent on 29 April 2026. One provision in particular, s254, has attracted the attention of a number of law firms as it extends the criminal liability of corporate bodies and partnerships where an offence is committed by a senior manager. 

Section 254(1) states that “Where a senior manager of a body corporate or partnership (“the organisation”) acting within the actual or apparent scope of their authority commits an offence under the law of England and Wales, Scotland or Northern Ireland, the organisation also commits the offence (subject to subsection (2))”, which provides a safe harbour where “all of the conduct constituting the offence occurs outside the United Kingdom, and … the organisation would not commit the offence if that conduct were the organisation’s (rather than the senior manager’s).”

This is important, because there is no longer a requirement that the relevant "directing mind and will" of the organisation be identified, or that the senior manager was authorised to commit the criminal offence – it is enough simply that the act was undertaken by a senior manager and was the type of act that might reasonable be undertaken by them.  

For governance practitioners, this means a much greater focus on the conduct, oversight and accountability of senior management across the whole leadership structure, and not just at board level. Importantly, liability could arise even where the organisation did not benefit from the misconduct, and even if internal policies were breached rather than followed. 

Obviously it is all a lot more detailed than that and there are briefings on this topic from Herbert Smith Freehills Kramer, Lewis Silkin, Mishcon de Reya, RPC, Skadden Arps Slate Meagher & Flom, Slaughter and May and Travers Smith.

Of interest to all working in governance

A recent High Court decision has confirmed an important point for boards – a director can be disqualified even if their actions did not directly cause the company to fail.

In Secretary of State for Business and Trade v Greensill [2026] EWHC 637 (Ch), the court confirmed that regulators only need to show two things – that the individual was a director of a company that became insolvent (or was dissolved), and that their behaviour made them unfit to run a company. Importantly, those two tests are separate – poor conduct doesn’t have to be the reason the business collapsed.

This serves a reminder that director conduct will be judged on its own merits across a range of additional factors such as honesty, oversight, and decision-making, not just whether said conduct led to insolvency. This raises the bar for board conduct and accountability, reinforcing the need for strong governance, clear challenge, and robust oversight at all times.

Of interest to all working in governance

Hot off the press from the Financial Reporting Council are insights on structured digital reporting. We know that annual reports are increasingly central not just to investor decision making, but to how information is accessed and analysed in an increasingly digital market. With the shift to structured digital reporting (in “iXBRL” format), there is growing emphasis on machine readable data that can be reliably used by investors, regulators and AI tools.

While most companies are meeting the basic requirements, reviews show that data quality issues remain common, including inconsistent tagging, misuse of standard categories, and overuse of company specific definitions that reduce comparability. There are also recurring problems with basic accuracy (such as EPS errors), unresolved validation warnings, and accessibility of reports, which can undermine confidence in the data.

The insights provide a full summary of the review findings, and they’ve also helpfully produced a handy, shortform factsheet.

Of interest to all working in governance

The FRC has certainly been busy. This recent press release sets out the findings in relation to both Mr Adam and Mr Khan (two former group finance directors) and confirming enforcement action against three further senior accountants of Carillion PLC. 

The FRC have stated that the substantial sanctions imposed on these five individuals “reflect the gravity of their failure to discharge their respective obligations to act with integrity in preparing financial information in the context of a large, listed company.”

Of interest to all

Competition authorities across the EU, UK and globally are increasingly deploying artificial intelligence to strengthen antitrust enforcement and improve detection of anti-competitive conduct. AI tools enable regulators to analyse large volumes of market data, including public statements and pricing patterns, supporting a shift towards more proactive and data-driven oversight.

•    Authorities are using AI to identify unusual patterns and potential coordination, allowing cases to be initiated without reliance on complaints or whistleblowers. A notable example is the European Commission’s use of AI to screen extensive public communications in the tyre sector, contributing to dawn raids in 2024. Courts have indicated that such approaches are permissible where AI analysis is supported by human assessment.

•    The integration of AI is expected to increase the frequency and scope of investigations, lowering the threshold for enforcement action and expanding scrutiny across sectors. Competition agencies are also investing in “computational antitrust” capabilities, including machine learning tools, data analytics and digital investigation units.

•    At the same time, regulators are addressing risks arising from firms’ own use of AI, such as algorithmic collusion and price signalling. This creates a dual dynamic in which AI is both a tool for enforcement and a potential source of competition concerns.

•    Businesses face heightened detection risk and should ensure compliance frameworks account for AI-related issues, including the design and use of pricing algorithms and the content of public communications. The growing use of AI is likely to accelerate enforcement activity and reshape how competition law is applied in digital markets.

This article from McCann Fitzgerald gives some background. 

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

AI corporate governance: An amusing article from the ECGI on AI corporate governance – OpenAI and Anthropic’s governance models risk repeating the failed “Ben & Jerry’s experiment” by giving self-appointed mission guardians power to override investor interests in pursuit of social goals.

Commercial Court decision confirms corporate dishonesty cannot be assembled from the innocent states of mind of different executives:  An interesting article from Herbert Smith Freehills Kramer, looking at the recent Commercial Court case Veranova Bidco LP v Johnson Matthey PLC & Ors. 

Crypto: The Financial Conduct Authority has opened a consultation for guidance on the UK’s future crypto regime. The rules are expected to be published this summer, and to be regulated from October 2027.
 
Navigating Generative and Agentic AI: The FRC’s Latest Expectations for Auditors: On 30 March, the Financial Reporting Council published ‘innovative’ new guidance supporting audit firm adoption of emerging AI technologies. A blog from Kingsley Napley looks at the practical implications of this guidance. 

SEC Launches Formal Process to Rescind Corporate Climate Reporting Rules: An article in ESG Today discusses the announcement by the Securities and Exchange Commission on 29 May that it has formally proposed the rescission of the corporate climate reporting rules.

UK Competition regime: Norton Rose Fulbright have provided an overview of the further reform of the UK competition regime following the King’s Speech. The proposals aim to make the CMA more accountable, faster and more predictable in its decision making while also raising questions about governance, independence, and how decisions will be made in practice.

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

1 May - Comment: More money won't fix the charity sector's toughest problems
7 May - Comment: How can governance teams prepare for public inquiries?
13 May – From the CEO: Celebrating excellence across the governance profession
13 May - Today’s King’s Speech: Growth remains central, alongside greater national resilience in volatile times
13 May - Carillion sanctions show how governance failures can have lasting personal consequences
18 May - Comment: Balancing work, study and life as a governance professional
21 May – Comment: Who gets to govern our schools? Time to rethink access in academy trust boards
27 May – Comment: Modern slavery is a growing governance risk hiding in plain sight
29 May – BP Chair removal: early signs of governance in action under pressure