Capital Markets Update: November 2026

Welcome to Capital Markets Update, the monthly briefing from the Corporate Group at Walker Morris, rounding up the previous month’s regulatory developments within the equity capital markets and looking ahead to future developments.

October’s news

FCA finalises sustainability disclosure rules

On 30 September 2026, the Financial Conduct Authority (FCA) published Policy Statement 26/19: Aligning sustainability disclosures with international standards, confirming its final policy and rules aligning listed companies’ sustainability and climate-related disclosures with UK Sustainability Reporting Standards (UK SRS). The rules adopt a ‘comply or explain’ approach across the UK SRS to improve international alignment and comparability of financially material sustainability information, while allowing companies to explain how their circumstances affect reporting. Following consultation earlier this year, the framework replaces existing climate reporting rules based on Task Force on Climate-related Financial Disclosures (TCFD) recommendations. The rules take effect on 1 January 2027 for accounting periods beginning on or after that date, with transitional reliefs to support a phased implementation.

FCA publishes Primary Market Bulletin 66

Also on 30 September 2026, the FCA published Primary Market Bulletin 66 (PMB 66), its newsletter for primary market participants. PMB 66 covers a range of topics, including Technical Notes that have been finalised following consultation in PMB 63, covering working capital statements and disclosure requirements under the PRM Rules; proposed new and updated guidance to reflect the new sustainability and climate-related disclosure framework; disclosure obligations that arise from a cyber incident; and recent changes to the UK Listing Rules (UKLRs) checklists webpage.

CLLS responds on Takeover Code changes

On 5 October 2026, the City of London Law Society (CLLS) responded to the Takeover Panel’s consultation on miscellaneous amendments to the Takeover Code. The proposals aim to clarify and streamline the Code, codify existing Panel Executive practice and keep it effective. The Society supports several changes, including those relating to reverse takeovers, ‘put up or shut up’ deadlines, employee benefit trusts and independent adviser requirements.

IA updates virtual meeting guidance

On 6 October 2026, the Investment Association (IA) published updated guidance on safeguards expected where a listed company’s general meeting, including an AGM, has a virtual element. It applies to companies with year ends on or after 30 September 2026.Replacing the IA’s 2017 position statement and following Government’s consultation on modernising corporate reporting, the guidance favours hybrid meetings, combining a physical venue with electronic access to support accountability, inclusion and interaction.

Boards should choose and explain the meeting format to investors. Shareholders must be able to participate live and be seen and heard by directors and other shareholders, while all directors should participate and remain visible. Technology must support full participation, with clear contingency plans for failure. Shareholders must also be able to question the board, with transparency about grouped or filtered questions and opportunities for follow-up; companies may appoint an independent moderator. Companies should confirm that no questions were intentionally avoided and publish a full record, including unanswered questions, on their websites.

The meeting notice should confirm these safeguards before the virtual element begins. A company seeking authority in its articles for a virtual-only AGM element should state whether this is for flexibility or intended for its next AGM. IA members also expect shareholder reapproval by advisory ordinary resolution every three years from first use. Where articles were amended much earlier, the notice should reconfirm the reapproval process and current expectations. The IA’s Institutional Voting Information Service will not raise concerns where the notice confirms compliance, but will red-top companies that seek article amendments without those assurances or fail to obtain timely reapproval.

ISS seeks views on 2027 benchmark voting policies

On 22 October 2026, ISS STOXX Governance (ISS) invited comments on proposed changes to its 2027 benchmark voting policies. The proposed UK updates reflect governance developments affecting smaller companies in the UK and/or listed on the LSE. These include changes to the QCA Corporate Governance Code that strengthen certain governance expectations, and revised AIM Rules that remove the requirement to adopt a specific code and report against it on a comply-or-explain basis. Comments are due by 4 November 2026. ISS expects to announce the final changes in late November 2026, with the revised policies applying to shareholder meetings held on or after 1 February 2027.

ISSB consults on nature-related disclosures

On 22 October 2026, the International Sustainability Standards Board (ISSB) launched a consultation on a draft IFRS practice statement on nature-related disclosures. Its IFRS Sustainability Disclosure Standards provide a global reporting benchmark: IFRS S1 sets general requirements for sustainability-related risks and opportunities, while IFRS S2 adds industry-specific climate disclosures and metrics. They already require disclosure of nature-related risks and opportunities reasonably expected to affect business prospects. The proposed statement would complement, not amend, these standards, helping companies give investors material information on these risks and opportunities, including how dependencies and impacts on nature create them. Although drafted as a non-mandatory practice statement, the ISSB seeks views on other formats, including a standalone mandatory standard. The consultation closes on 19 February 2027.

Glass Lewis retains unchanged UK benchmark voting policies for 2027

Glass Lewis has published its 2027 UK Proxy Voting Policy Guidelines, outlining broad investor views on key topics ahead of the 2027 AGM season. After reviewing relevant regulatory and corporate governance developments, it has confirmed that no policy changes are needed for 2027.

Looking ahead to November 2026

4 November – closing date for comments on updates to Institutional Shareholder Services’ benchmark voting policies for 2027.

30 November – closing date for Government consultation on plans to modernise the UK corporate reporting framework and wider reforms to company law, including the dividend regime.

30 November – closing date for consultation on a new CGT relief for qualifying founders of high-growth, innovative UK companies.