Manchester

The Economic Crime and Corporate Transparency Act 2023 (ECCTA) received Royal Assent on 26 October 2023, with the provisions of ECCTA to be brought in by secondary legislation in stages throughout 2024 and 2025. It was widely thought that the provisions of ECCTA that effect changes to The Register of Overseas Entities regime (originally introduced by the Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA)) would follow later this year, but the Economic Crime and Corporate Transparency Act 2023 (Commencement No. 2 and Transitional Provision) Regulations 2024 have effected certain changes to the regime as of 4 March 2024, which we will discuss further in this Insight.

Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue, we discuss: FTSE Women Leaders Review – Year Three Reported numbers in this report show steady gains for women in leadership roles but there is still more to do as the Review closes year three of its five-year term. IA Letter to Remuneration Committee Chairs Ahead of the 2024 AGM season and a fundamental review of the Principles of Remuneration, the Investment Association has written to chairs of Remuneration Committees outlining the issues the IA will be considering in their review and the main themes for 2024. FRC launches review of UK Stewardship Code The FRC is reviewing the UK Stewardship Code and is seeking views from all stakeholders on its efficiency in promoting better stewardship outcomes from engagement with issuers across all asset classes. The need to complete audit reforms The CEO of The Chartered Governance Institute UK & Ireland, has written to the government calling for completion of the UK's audit, corporate reporting and corporate governance system reform “in order to restore confidence to the financial markets and to provide other stakeholders with reassurance”. New PLSA Stewardship and Voting guidelines for 2024 The Pensions and Lifetime Savings Association has published its 2024 Stewardship and Voting Guidelines ahead of the 2024 AGM season containing significant changes to address the current economic climate and the increasing risks associated with cybersecurity and AI. FRC Thematic Review of reporting by UK’s largest private companies With varying degrees of reporting quality, the FRC encourages companies to consider their findings and expectations in the report when preparing their next annual reports and accounts.

The King’s speech announced a new Leasehold and Freehold Reform Bill ‘to reform the housing market by making it cheaper and easier for leaseholders to purchase their freehold and tackling the exploitation of millions of homeowners through punitive service charges’. It also addressed some key points in the Renters (Reform) Bill. This note sets out some of the key proposals and commentary in respect of the same.

In September, ahead of the Conservative party conference, Rishi Sunak announced a step back from the Government’s net zero policy and targets.  This was followed up last week by the Government’s formal response to the Climate Change Committee’s 2023 Annual Progress Report to Parliament (October Response). Whilst we await detail on what might follow from a legislative perspective (several consultations are promised to land before the end of this year), the messaging suggests that the next steps in the domestic Minimum Energy Efficiency Standards (MEES) regime are now off the table, meaning domestic premises with an EPC of E or above may continue to be let on the open market, without any regulatory requirement for further investment from landlords (or resulting higher rents for tenants).  If domestic MEES have been put on ice, where does that leave their sibling commercial (aka non-domestic) MEES?  

Our October update includes a significant Supreme Court decision on how to treat historic underpayments of holiday pay, a preliminary tribunal hearing on whether a belief in race equality that opposed critical race theory was a protected philosophical belief, and another tribunal decision on when a refusal of alternative employment is unreasonable when the dismissal is unfair. We also feature a news update on the ICO’s latest guidance on employee monitoring, reports on historically high levels of sickness absence, and a draft ACAS code of practice on requests for predictable working patterns. 

The FCA released its 2022/23 Annual Report last week together with data on its key enforcement trends. We consider below some of the key takeaways.

The Register of Overseas Entities launched nearly a year ago on 1 August 2022. The Register was established as a measure to increase transparency in the ownership of overseas entities that own UK land. Not only do overseas entities have to register with Companies House, the information that is held on the Register must be reviewed and updated annually. And now there is draft legislation passing through Parliament which may further extend the obligation to file updates on the occurrence of certain trigger events. In this blog, we discuss the duty to update as imposed by the Economic Crime (Transparency and Enforcement) Act 2022, and the associated consequences for those entities that fail to file their update with Companies House.