November’s news

FRC publishes updated guidance on the UK Corporate Governance Code 2024

On 5 November 2025, the Financial Reporting Council (FRC) published revised guidance on the Corporate Governance Code 2024. The guidance has been updated to provide clarity on how companies can structure remuneration for non-executive directors. It follows Government’s announcement last month that the FRC would issue new guidance on the code to clarify that the payment of non-executive directors in shares is appropriate.

New obligation to disclose supplier payment practices in annual reports

On 5 November 2025, the Companies (Directors’ Report) (Payment Reporting) Regulations 2025 and accompanying Explanatory Memorandum were published. The regulations amend the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, introducing a new requirement for large companies to report annually on their payment practices and performance in relation to suppliers in their directors’ reports. The regulations come into force on 1 January 2026 and are effective for financial years beginning on or after that date.

New guidance on climate transition bonds

On 6 November 2025, the International Capital Market Association and the executive committee of the Green, Social, Sustainability and Sustainability-Linked Bond Principles announced the release of the Climate Transition Bond Guidelines and a new edition of the Climate Transition Handbook. The guidelines introduce the climate transition bond. The proceeds of these bonds are used to finance climate transition projects, which are projects that result in a substantial and quantifiable reduction, avoidance or removal of greenhouse gas emissions.

Preparing for the UK Stewardship Code 2026

On 11 November 2025, the FRC published a report on preparing for the UK Stewardship Code 2026 (2026 Code). The report aims to support signatories in preparing to report to the 2026 Code. The report provides insights into how signatories can demonstrate their approach to stewardship through reporting in a clear, evidence-based and outcome-focused way. The 2026 Code comes into effect on 1 January 2026.

No changes to the IA principles of remuneration

On 12 November 2025, the Investment Association (IA) wrote to remuneration committee chairs confirming that there are no changes to the IA principles of remuneration for 2026 (IA principles). The letter notes the constructive engagement from companies regarding the updated and restructured IA principles that were published in November 2024. It also sets out areas that remuneration committees need to improve on, regarding implementation of the IA principles.

Companies House approach to non-compliance with IDV

On 17 November 2025, Companies House published guidance on its approach to non-compliance with mandatory identity verification (IDV). The guidance stresses that Companies House will seek to encourage compliance through the provision of relevant information and guidance before taking appropriate enforcement action. Should enforcement action be required, the three main avenues available to Companies House are prosecution through the court, referral to the Insolvency Service and appropriate financial penalties.

FCA approves second PISCES operator

On 18 November 2025, the Financial Conduct Authority (FCA) announced that it has authorised JP Jenkins to operate a PISCES (Private Intermittent Securities and Capital Exchange System) trading platform. It follows the FCA’s approval of the London Stock Exchange as the first PISCES market operator earlier in 2025.

FRC publishes practical insights to improve corporate reporting

On 19 November 2025, the FRC published a report on its thematic review of reporting by the UK’s smaller listed companies. The review examined the annual reports of 20 smaller listed and AIM companies. The report highlights the characteristics of good quality reporting and gives contrasting examples of less informative disclosures. The FRC focused on where improvements could be made concerning revenue, cash flow statements, impairment of non-financial assets and financial instruments. The report also discusses the common triggers that may lead the FRC to raise substantive enquiries, with the aim of helping smaller quoted companies to identify and address key areas of ambiguity and omission in financial statements.

LSE publishes feedback on the future development of AIM

On 21 November 2025, the London Stock Exchange (LSE) published a summary of the feedback it received on its earlier discussion paper on the AIM regulatory framework. The statement sets out its plans for the development of AIM in the future. In particular, the feedback statement sets out comments and/or support received from respondents on proposed changes to the AIM Rules and the LSE’s response in this regard.

ISS publishes updates to proxy voting guidelines for 2026

On 25 November 2025, Institutional Shareholder Services (ISS) published updates to its UK and Ireland proxy voting guidelines for 2026. The updates will be applied for shareholder meetings held on or after 1 February 2026. The key updates are summarised in Appendix A of the Executive Summary, with the full policy wording and rationale for the changes set out in EMEA Benchmark Policy Updates for 2026.

FCA publishes new and updated forms reflecting the POAT regime

On 26 November 2025, the FCA published a raft of new and updated forms and checklists to reflect the coming into force of the new public offers and admissions to trading (POAT) regime. The POAT regime will replace the EU-derived prospectus framework on 19 January 2026. The regulatory framework is set out in the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook, together with new rules in the Market Conduct sourcebook for firms operating multilateral trading facilities and consequential amendments to the UK Listing Rules.

Looking ahead to December 2025

1 December – from this date, draft prospectuses and related documents prepared under the POAT regime can be submitted to the FCA for approval on or after 19 January 2026.

5 December – closing date for the FCA consultation on new and updated guidance in the Knowledge Base to reflect the new POAT regime.

16 December – closing date for responses to a call for evidence from the Department for Business and Trade on areas of problematic regulation for businesses.

31 December – by this date, the Takeover Panel is expected to publish its final policy position and amendments to the Takeover Code in relation to companies with a dual class share structure, IPOs and share buybacks.