Corporate Law Update: 19 - 25 April 2025
25 April 2025This week:
- The FCA provides an update on changes to its Knowledge Base and consults on further changes to technical notes
- The Government publishes guidance on upcoming changes to directors’ remuneration reporting
- The first stage of the EU’s new ESG omnibus proposals comes into force
FCA continues with updates to its Knowledge Base
The Financial Conduct Authority (FCA) has published Primary Market Bulletin (PMB) 55, in which it has provided an update on changes to its Knowledge Base and is consulting on further changes.
In its previous Primary Market Bulletin 53, the FCA proposed changes to numerous technical and procedural notes in the Knowledge Base to reflect the new UK Listing Rules, which came into effect in April 2024. You can read more about the changes proposed in PMB 53 in our previous Corporate Law Update. You can read more about the new UK Listing Rules in our previous in-depth piece.
Broadly, the FCA has decided to proceed with its proposed changes, subject to some further minor technical amendments.
However, following further substantive feedback, the FCA will not be proceeding at this time with changes to Technical Note 710 (sponsor services: principles for sponsors). The FCA intends to respond on this note in a future update.
The FCA is also proposing to amend four further technical notes to reflect the most recent changes to the listing regime and update them for historical changes. These include its notes relating to periodic financial information and inside information (TN 506.2), delaying disclosure of inside information and dealing with leaks (TN 520.2), and assessing and handling inside information (TN 521.3).
Finally, the FCA is proposing to update its technical note on structured digital reporting (TN 507.1) to refer to the new ESEF 2024 taxonomy and to make it shorter and clearer.
The FCA has asked for feedback on the consultation elements by 15 May 2025.
Read FCA Primary Market Bulletin 55
Government publishes guidance on changes to directors’ remuneration reporting
Two weeks ago, we reported that regulations had been published to simplify the framework under which quoted UK companies are required to report on their directors’ remuneration arrangements.
The Government has now published separate guidance on the regulations.
The changes to reporting requirements will apply to financial years beginning on or after 11 May 2025.
Changes to directors’ remuneration policies will apply to policies approved on or after 11 May 2025. The guidance clarifies that policies approved before then will continue in force until the next shareholder vote, although any payments to directors outside the policy must now follow the new procedure (i.e. a separate shareholder vote). However, the guidance recommends amending existing policies to accommodate the changes before the next vote.
First stage of new EU ESG “omnibus” proposals comes into force
Last week, we reported that the Council of the European Union had given its formal approval to the so-called “Stop the Clock” Directive, which postpones the commencement of certain ESG reporting and diligence requirements.
We noted that the Directive would come into effect the day after publication in the EU’s Official Journal. The Directive was published on the Journal on 16 April 2025 and came into effect on 17 April 2025.
However, to apply directly, it will need to be transposed into the national laws of the EU Member States. Member States have until 31 December 2025 to do this.
Read the Council of the EU’s press release on the new “Stop the Clock” Directive
Access the English version of the European Union’s “Stop the Clock” Directive (PDF)
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