Publications

Directors and company secretaries alike will be relieved that, with full implementation of the Companies Act 2006 and the EU Shareholders' Rights Directive behind us, no major changes to AGM practice or companies' articles of association will be required for the 2011 AGM season.

That is not to say however that there are no new issues. The introduction of a new UK Corporate Governance Code brings new challenges. While companies do not have to comply with the new Code yet, we are already seeing the market move towards reporting against the Code's provisions now. In tandem, the IPCs have released updated corporate governance and shareholder voting guidelines. The institutional investor community came under criticism during the financial crisis for failing to engage adequately with the companies in which they invest. In response to this, the IPCs and their members are becoming increasingly vocal and focused on good governance. Accordingly, companies need to be alert to the new IPC guidelines when preparing their annual reports and preparing for their AGM.

Clifford Chance has published its annual AGM and Governance Update. The Update is split into three key sections: an AGM Update, in which we consider the key matters to be aware of as you approach your 2011 AGM; a Governance Update, in which we look at the most recent corporate governance developments, including the publication by NAPF of its final form Corporate Governance Policy and Voting Guidelines on 30 November 2010; and a Financial Reporting Update, in which we highlight the recent work of bodies such as the FRC, the FRRP and BIS in this area.

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