January’s news

ISS updates its 2025 proxy voting guidelines (again)

On 9 January 2025, Institutional Shareholder Services (ISS) published an updated version of its UK and Ireland proxy voting guidelines. The updated version of the guidelines includes the updates announced on 17 December 2024. The updates are in relation to board diversity and remuneration. This version is effective for meetings on or after 1 February 2025.

Implementation dates updated for ECCTA 2023 changes

On 21 January 2025, Companies House announced new implementation dates in early 2025 relating to key company law reforms introduced by the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023). Companies House has updated the indicative timetable set out in the Transition Plan published in October 2024.

FRC publishes review of climate-related financial disclosures by AIM companies

On 21 January 2025, the Financial Reporting Council (FRC) published its first thematic review of the climate-related financial disclosures required under sections 414C, 414CA and 414CB of the Companies Act 2006. The review looked at the annual reports and accounts of 20 UK companies, all of which had more than 500 employees and were either AIM companies or private companies with a turnover of more than £500 million.

Changes to payment practices reporting regulations

On 23 January 2025, the Reporting on Payment Practices and Performance (Amendment) Regulations 2025 were made. With effect from 1 March 2025, the regulations amend the Reporting on Payment Practices and Performance Regulations 2017, which require large companies to publicly report twice a year about their supplier payment practices, policies and performance. In relation to financial years beginning on or after 1 April 2025, in-scope companies will be required to publish the additional information set out in a new Schedule 2 relating to retention clauses in qualifying construction contracts with their suppliers.

New ID verification regime at Companies House

On 23 January 2025, the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025 with accompanying Explanatory Memorandum and the Unique Identifiers (Application of Company Law) Regulations 2025 with accompanying Explanatory Memorandum were published. These regulations are part of the new identity verification regime introduced by the ECCTA 2023.

FCA consults on aspects of new admissions

On 31 January 2025, the Financial Conduct Authority (FCA) published a consultation paper on further changes to the public offers and admissions to trading regime and to the UK Listing Rules, simplifying the requirements that apply to listed companies when they issue further securities. This follows the FCA’s engagement on the Public Offers and Admissions to Trading Regulations 2024, alongside its final Listing Rule reforms, where the FCA confirmed that it would consult on certain issues in due course.

FCA consults on proposals for firms operating public offer platforms

On 31 January 2025, the FCA published a consultation paper on further proposals to support the implementation and operation of the new public offer platform regime. The proposed regime forms part of the new Public Offers and Admissions to Trading Regulations 2024, which will replace the UK Prospectus Regulation (EU) 2017/1129.

Looking ahead to February 2025

1 February – Institutional Shareholder Services proxy voting guidelines updated for 2025 apply to shareholder meetings held from this date.

3 February – new jurisdictional framework for the Takeover Code takes effect on this date.

6 February – closing date for responses to FRC consultation on its draft three year strategy for 2025-28 and draft plan and budget for 2025-26.

12 February – users will have the option to access Companies House ‘Find and update company information’ service via the GOV.UK One Login from this date.

17 February – closing date for responses to FCA Consultation Paper 24/29 on a proposed regulatory framework to implement and oversee PISCES.

17 February – closing date for responses to revised proposals in FCA Consultation Paper 24/2 Part 2 to increase the focus, pace and transparency of enforcement investigations.

19 February – closing date for responses to FRC consultation on proposed changes to the UK Stewardship Code 2020.

25 February – Companies House anticipates being able to register individuals and organisations as Authorised Corporate Service Providers from this date. It also expects the registrar’s new power to strike off a company registered on a false basis to become effective.

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