Corporate governance & compliance

Corporate governance & compliance

"Shoosmiths takes the hassle out of our AGM preparations. Great service and quick responses; it's invaluable to rely on Shoosmiths' knowledge and expertise to ensure our compliance with the complex, ever-changing legal framework governing shareholder comms"

Les Holloway

Company secretary, Billington Holdings plc

Corporate governance and compliance with the laws, codes and market practice relating to corporate governance is a growing issue for companies, in particular those quoted on one of the UK's markets.

Against a background of well publicised shareholder revolts against directors' pay and growing shareholder activism, there has been a continual stream of reviews, reports, codes and guidelines issued both in the UK and from Europe. 

Corporate governance regulation impacts most heavily on quoted companies, but not equally or in the same way on all - large listed companies have a much heavier compliance burden than smaller AIM companies. 

Corporate governance nowadays does not just affect public companies. It is about establishing effective relationships between shareholders and directors, maintaining sound risk management policies while establishing remuneration packages for executive directors that are focused on delivering value to shareholders and ensuring that directors are accountable. 

It affects all companies where shareholders and directors are not the same persons and there is an increasing focus on good corporate governance from private equity houses, banks and other lenders.

We can assist chairmen, boards of directors, company secretaries and in-house lawyers on all aspects of UK corporate governance, ranging from the UK Combined Corporate Governance Code to the latest output from the EU. This includes providing training, assisting in the wording of corporate governance procedures and policies, the terms of reference for remuneration, nomination on other committees and corporate governance reporting in annual reports.

Recent experience includes:

  • Delivering briefings to UK finance directors on the current direction of UK and European corporate governance
  • Advising a listed company on difficulties concerning its annual general meeting
  • Advising a fund manager on the application of corporate governance principles and the management of conflicts of interest
  • Advising directors on their duties in relation to secondary share issues and on takeovers
  • Advising various listed and AIM companies on their annual reports and accounts