Listed PLCs’ preparations are well underway for compliance with the 2018 Corporate Governance Code (Code). Preparation for compliance with The Companies (Miscellaneous Reporting) Regulations 2018 (2018 Regs) is much less advanced, largely due to continued uncertainty as to their scope and, in particular, whether they apply to listed PLCs and their groups at all. Confusion is understandable given the overlap with the Code, and the complex compliance thresholds. The 2018 Regs do apply to listed groups and, if not already commenced, UK PLCs need to start identifying relevant reporting companies and preparing for compliance.
Undertake a mapping exercise to establish which group companies are caught, and by which of the new reporting requirements. Consider:
- how intra-group dividend flows are treated;
- what the expected balance sheet will look like at year-end;
- whether any intra-group movements of employees throughout the year will impact the monthly average; and
- discussing thresholds with your auditors (note that whilst the FAQs state that the “very large” company thresholds are calculated on a standalone basis, some auditors have questioned the inconsistency of reporting on a standalone basis in the directors’ report which is required to be prepared on a consolidated basis).
Determine reporting approach – one size may not fit all! Consider:
- adopting a different approach to reporting for: (a) significant operating companies; and (b) those that have no operations;
- designing relevant templates which can be used to capture relevant data throughout the year (but take care to avoid the trap of boilerplate reporting);
- preparing mock reporting disclosures for 2018 as a means of identifying early any reporting gaps for 2019;
- whether to leverage Code workforce engagement practices for the employee engagement statement for all relevant companies. Consider whether a lighter touch approach can be used for other engagement reporting; and
- whether very large companies should report against the Wates Principles for their corporate governance statement.
Take action. Consider:
- existing stakeholder engagement processes / policies (if any), whether there is room for improvement, and then ensure roll out to all relevant companies;
- director training on the new requirements for all relevant group companies;
- whether any additional co sec / other group support is needed for all relevant group companies; and
- prioritising those group companies with the most employees and / or the most substantial operations.
NB: Great opportunity to remove legacy entities from the group structure!
More information on the new reporting obligations can be found in our most recent client alerts:
- Corporate Governance Reporting – Baker McKenzie survey looking at readiness for compliance
- Publication of the Wates Principles – a defining moment for private company corporate governance?
- GC100 Guidance – piecing together the s172 jigsaw
Early adopters: s172 and wider stakeholder engagement reporting: