Technical Briefing September 2026

Of interest to all working in corporategovernance

OPPORTUNITY FOR MEMBER INPUT

On 6 September … one reason why this Technical Briefing is a little later than usual … the government published the long-awaited consultation on Modernising Corporate Reporting. This runs to 70 pages and closes on 30 November. 

At first sight, it represents, as we expected, a bold set of proposals to streamline reporting and do away with much that many preparers regard as onerous and unnecessary. The government press release says that “The average annual report and accounts of some businesses now run to 98,000 words, longer than J. R. R. Tolkien’s ‘The Hobbit’. For FTSE 100 companies, the average is even higher, at 152,000 words” and goes on to refer to “stripping back outdated bureaucracy and building a common-sense system fit for a 21st-century economy.”

 Proposals include: 
•    Clarifying who the annual report and accounts are for and creating a lighter regulatory load for small and medium-sized enterprises (SMEs), including allowing some medium-sized companies to qualify for audit exemption.
•    Simplifying which companies are required to report different types of information, including testing the merits of non-financial reporting requirements for private companies.
•    Streamlining financial reporting, the strategic report, and remuneration reporting, while ensuring corporate governance reporting is flexible and proportionate.
•    Making the UK’s financial reporting law clearer and more coherent, while replacing the complex rules on distributable profits and capital maintenance with a solvency-based regime.
•    Embracing digital communications and futureproofing our corporate reporting framework.
However, we have already seen some users arguing that the proposals go too far, particularly in terms of removing the annual shareholder vote on the remuneration report and considering the feasibility of completely virtual AGMs. 

We welcome the Government’s review but simpler requirements must continue to give shareholders and other users meaningful information about strategy, performance, risk and long-term value. The Institute will review the proposals in detail and collect member feedback in order to contribute to the consultation process before the consultation closes on 30 November. Details of our member engagement will follow in future Technical Briefings, but members who wish to be included in our working groups to discuss our response are asked to contact us on policy@cgi.org.uk

Of interest to all working in charity governance

OPPORTUNITY FOR MEMBER INPUT

Trustee Week 2026 will take place from 9 to 13 November under the theme The Modern Trustee: Building Effective, Inclusive and Future-Ready Boards.

To help inform our flagship Trustee Week report, we are inviting trustees, governance professionals and charity leaders to complete The Modern Trustee Survey 2026. The survey explores key governance issues affecting trustee boards, including effectiveness, skills and capability, succession planning, inclusion, risk and resilience, and the impact of emerging technologies.

The findings will help identify the trends shaping trusteeship and support the development of practical guidance for boards navigating a rapidly changing governance environment.

Save the Date. Trustee Week 2026 takes place from 9 to 13 November 2026. Further details of the programme and events will be shared soon.

Of interest to all working on corporate actions

OPPORTUNITY FOR MEMBER INPUT

On 9 July, the Code Committee of the Takeover Panel published a public consultation paper, PCP 2026/1 (Miscellaneous Code amendments). 

The consultation closes on 2 October and the Institute will be responding.  All members who would like to contribute to our response are asked to join a virtual roundtable on Tuesday 22 September at 4pm. If you would like to join the call, please let us know on policy@cgi.org.uk and we will send joining details. If you are unable to join but have views on the consultation, please still contact us via email and we will seek to include your views in the response.

Baker McKenzie, Fried Frank and Herbert Smith Freehills Kramer have published articles on the proposed changes.

Of interest to all working in corporate governance 

OPPORTUNITY FOR MEMBER INPUT

This study, titled “Unveiling the Influence of the Director’s Epistemic and Social Motivations on Board Information Processing”, is being conducted in collaboration between the IE University, Spain and the Chartered Governance Institute UK & Ireland. Ricardo Amaya Villalobos would welcome the opportunity to speak with directors of small and medium-sized enterprises (SMEs) in the UK to participate in this study. As part of this research, we ask you to complete a short survey using the Portrait Values Questionnaire. 

SME directors will contribute to insights into how directors’ values shape boardroom dynamics and decision-making outcomes. 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

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

CGIUKI is supporting Neill McWilliams FCG and Henley Business School in research exploring how Chairs shape board effectiveness in FTSE 350 companies. The research explores board effectiveness beyond the traditional focus on its component elements - such as board composition, skills, structures, processes and relationships. In particular, the research considers the value of an explicit understanding of what board effectiveness means for the individual company, and how the governance orientation, experience and approach of the Chair can shape the way in which the board operates and performs.

An important emerging theme is the role of the Company Secretary in supporting and influencing this process, given their unique position at the intersection of the Chair, board, organisation, and wider governance environment.

The Institute are hosting three roundtable discussions to test, challenge and validate these emerging findings, and to ensure that the research reflects the realities of board governance in practice. Board Performance Reviewers are invited to register for an exclusive roundtable on Wednesday, 7 October at 4.00pm, and FTSE350 Company Secretaries are invited to register for roundtable discussions on Monday, 28 September or Thursday, 1 October.

Registration is available via our website (please ensure you select the correct session for your role).

Of interest to all working in corporate governance

OPPORTUNITY FOR MEMBER INPUT

Henley Business School is inviting company secretaries and governance professionals from FTSE 100, FTSE 250, FTSE 350 and large private companies to participate in its governance survey. The survey seeks to gather insights into current governance practices and challenges across a range of governance domains.

The survey takes approximately 20 to 30 minutes to complete, and respondents are encouraged to focus on the two domains most relevant to their role. Responses will contribute to research on the evolving governance landscape.

Of interest to those responsible for corporate reporting

On 3 August 2026, the FCA published Policy Statement 26/15 (PS26/15) replacing the requirements of the Markets in Financial Instruments Regulation transaction reporting rules with “a more proportionate, streamlined and agile framework”.

Of interest to those working in corporate governance, particularly those responsible for the register of shareholders

OPPORTUNITY FOR MEMBER INPUT

On 13 July, HMRC published a policy paper, draft legislation and explanatory note on legislation that the government proposes to introduce in the Finance Bill 2026-27 to implement the outcome of a series of consultations dating back to 2018 on how to modernise Stamp Duty and Stamp Duty Reserve Tax. The decision has been made to replace these two regimes with a single tax on securities, the Securities Transfer Tax (STT) and a summary of responses to the most recent consultation and consultation outcome, confirming this decision was published on 28 April 2025.

Of interest to those responsible for corporate filings

Further to the ‘stop press’ in the August Technical Briefing, I thought that it might be helpful to share the Stakeholder Briefing from Companies House, published on 5th August: 

“RE: Implementation timeline update for presenter measures 

Thank you again to those who were able to attend last month's forum. 

As part of the presentation, we spoke about identity verification and the new requirements introduced by the Economic crime and corporate transparency (ECCT) Act, including filing restrictions.  

In the future, those submitting information to Companies House (‘presenters’) will also be required to be identity verified or registered as an Authorised Corporate Service Provider (ACSP). This relates to the filing of any statutory document.  

We're now able to provide an update on the implementation timetable for introducing these measures. 

Presenter filing restrictions will now be introduced no sooner than November 2027. Additionally, Companies House will provide at least six months' notice before implementation.   

We have updated the Economic Crime and Corporate Transparency Act outline transition plan on GOV.UK and our Changes to UK company law website to reflect this.

The revised timeline reflects the scale and complexity of the reforms, which require changes across all statutory filing services. We’re continuing to engage with a range of partners to test proposals and gain insight into filing activity and models, with this insight being used to inform our policy development.   

We want to make sure the changes are delivered successfully while giving us more time to address stakeholder feedback. As always, we're keen to strike the right balance between enhancing the transparency and accuracy of the register and making sure businesses and stakeholders have enough time to prepare. 
 
Further information will be provided in due course, but if you have any further questions then please do get in contact. 

Kind regards,

Stakeholder Engagement Team
Companies House”

There is an interesting article on this change from Fox Williams. 

Companies House is also keen to get some help with various pieces of research: 

•    Accessibility: we're always keen to hear from people with accessibility needs, to help make our services usable for everyone.  
•    Community Interest Company (CIC) Package Accounts: we're keen to hear from CICs who have used the service to understand what's working well. 
•    Identity verification: we'd like to hear from ACSPs who frequently use the 'Tell Companies House you have verified someone's identity' service. Our research aims to better understand user experiences and help to improve the verification process.  

To get involved, email userresearch@companieshouse.gov.uk, or join their panels: 

•    General Companies House User Panel  
•    Register of Overseas Entity Panel  
•    CIC Accounts User Feedback

Of interest to all working in the corporate sector, especially in listed companies

The stakeholder engagement team at Companies House has asked us to draw to the attention of members a compliance campaign that has recently begun. From 26 August, Companies House has been contacting the registered email address of companies where one or more directors or people with significant control (PSCs) have not yet completed their identity verification requirements.

They are seeing a particular issue with PSC compliance. While individuals only need to verify their identity once, where they are both a director and a PSC, their personal code must be provided separately for each role. This additional PSC step can be easily overlooked, particularly where the director and PSC are the same person.

We have therefore been asked to share with you the following note: 

“Companies House identity verification: action may be required for directors and PSCs

Companies House is contacting companies where one or more directors or people with significant control (PSCs) have not yet completed identity verification requirements.

If you receive an email from Companies House about this, you should review the directors and PSCs associated with your company and check their identity verification status on the register.

A common reason for receiving the email is that an individual is both a director and a PSC. While they only need to verify their identity once, their personal code must be provided separately for each role to complete the requirements.

If a director or PSC is no longer associated with the company, the company should ensure its register information is updated with Companies House as soon as possible.

For information on identity verification requirements, including how to provide personal codes, visit:

•    GOV.UK guidance on identity verification
•    Providing identity verification details for a PSC
•    Filing a confirmation statement”

In a sign of increased enforcement activity from Companies House, on 6th August it announced that 23 directors had been disqualified for a total of 70 years for persistent or serious non-compliance with their responsibilities.

Of interest to those working in corporate governance

Companies House has published new guidance explaining how it will assess whether an Authorised Corporate Service Provider (ACSP) is considered "fit and proper" to undertake ACSP functions under the Economic Crime and Corporate Transparency Act (ECCTA) reforms. The guidance applies both at the point of registration and on an ongoing basis, with Companies House confirming that it will continue to monitor registered ACSPs after approval. 

The assessment is designed to support the integrity of the Companies House register and forms part of the wider ECCTA reforms aimed at strengthening corporate transparency and tackling economic crime. In assessing suitability, Companies House may consider a range of factors including anti-money laundering (AML) supervision, previous compliance history, criminal, regulatory or financial issues, and evidence of honesty, integrity and professional conduct. The guidance also confirms that Companies House may take account of previous dealings with the registrar, including false or misleading filings and failures to comply with statutory obligations. 
Importantly, meeting AML supervision requirements alone will not automatically satisfy the fit and proper test. Companies House retains discretion to consider the broader circumstances of each case and may refuse, suspend or cease an ACSP's registration where concerns arise regarding its ability to perform ACSP functions appropriately. 

Of interest to those working in corporate governance

The UK Government has launched the voluntary Cyber Resilience Pledge, encouraging organisations to strengthen cyber resilience by making cyber security a board-level responsibility. The initiative forms part of the Government’s wider response to the increasing frequency and sophistication of cyber-attacks affecting UK businesses. 
Organisations signing the pledge commit to three actions: implementing the Cyber Governance Code of Practice and board-level cyber training, registering for the National Cyber Security Centre's (NCSC) Early Warning service, and taking a risk-based approach to requiring Cyber Essentials across their supply chains. Boards are also expected to review Cyber Essentials coverage within their supplier networks and oversee progress against these commitments. 

The pledge reflects growing regulatory and government expectations that cyber risk should be treated as a core governance issue rather than a purely technical concern. It places particular emphasis on board accountability, supply chain resilience and proactive risk management. 

Of interest to all working in corporate governance

The International Sustainability Standards Board (ISSB) has confirmed that it will develop guidance on nature-related disclosures through a new IFRS Practice Statement, rather than a standalone sustainability reporting standard. In July 2026, the ISSB approved the next stage of the project and confirmed plans to publish an exposure draft for consultation later in the year. 

The initiative reflects growing investor interest in how businesses identify, assess and manage nature-related risks and opportunities, including biodiversity loss, ecosystem degradation and resource dependency. The proposed guidance will build on the existing requirements in IFRS S1 and is intended to help companies provide more consistent and decision-useful disclosures on nature-related matters. 

By choosing a Practice Statement rather than a mandatory standard, the ISSB aims to support better reporting without adding significant implementation burdens for organisations already adopting IFRS S1 and IFRS S2. The guidance is expected to draw heavily on the work of the Taskforce on Nature-related Financial Disclosures (TNFD). 
The development signals that nature-related issues are moving further up the sustainability agenda and that boards should increasingly consider nature-related risks within wider governance, strategy and risk management discussions. 

And finally, some articles that may be of interest to members:

AI and Directors' Duties: Practical Considerations for Boards of UK Companies: A useful article from Wilmer Hale.  

AIM Rules: Further to the update in the July Technical Briefing, articles from Bird and Bird, Charles Russell Speechlys and K&L Gates look at the changes. 

Board packs: Dilitrust have produced an interesting article: How to Manage Board Packs: The Complete Guide. 

Dematerialisation of UK shares: what the DEMAT implementation plan means for issuers: Further to the article in the August Technical Briefing, an interesting article from Hill Dickinson on the practical issues of demateralisation.  

Directors’ duties: Further to the update in the August Technical Briefing, Devonshires have published an article which looks at the Saxon Woods case in the Supreme Court. 

Executive pay: an interesting article from Burges Salmon: The false precision of the 50% discount in UK listed-company pay, which looks at the developing relationship between the valuations applied to performance shares and restricted shares in executive remuneration packages. 

Force Majeure: an article from Herbert Smith Freehills Kramer discussing a recent court case - ADM Industries Centers Ltd v Inerco Trade SA [2026] EWHC 1873 (Comm) - which provided a definition of the word “unforeseeable”, used to define a force majeure event in a sale contract, as “of negligible probability”. 

High Court decision underlines need for investor-appointed directors to think carefully before disclosing the company's privileged material: An interesting article from Herbert Smith Freehills Kramer on a recent case, IDCV CU FT3 K/S v Curve OS Group Ltd [2026] EWHC 2024 (Ch) in which the High Court has held that privilege was waived where a company's solicitors sent its (presumed) privileged material to its shareholders' solicitors in the course of a dispute between them. However, privilege had not been waived where the company's privileged material was provided to a director appointed by the shareholders under the terms of a shareholders' agreement. 

Navigating the latest Register of Overseas Entities requirements: an article from Ogier on the continued evolution of the RoOE regime.  

Provision 29: An interesting article from Ankura: New Corporate Governance Code Controls Requirements — A Paradigm Shift for Boards and Auditors?

Raising the Bar on Supply Chain Compliance: Preparing for Modern Slavery Act Reform: a paper from Ashurst Perkins Coie. 

Seven Questions Boards Should Ask After the 2026 Proxy Season: EY's latest board briefing encourages directors to reflect on lessons from the 2026 proxy season. It highlights growing investor scrutiny of AI oversight, board skills, shareholder engagement and executive pay, while noting that voting results may no longer provide a reliable indicator of investor sentiment. The report suggests boards should regularly review their governance arrangements and preparedness for activism in an increasingly fragmented stewardship environment.

Regarding further reading, it would be remiss of me not to mention the CGIUKI blog and other articles published in August:

11 August - Comment: Why understanding academy trust governance changed the way I work
17 August - Comment: How receiving a bursary helped both my governance career and my academy trust 
19 August - From the CEO: Making the case for a governance career