UK listed companies now required to provide viability statement

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Such is the ever-growing emphasis on risk management that a requirement has now been introduced under the FCA Listing Rules for all UK listed companies to include a viability statement in their annual report.

The new provision will be added to the UK Corporate Governance Code, and calls for directors to explain in the annual report how they have assessed their company’s prospects, taking into the company’s current position and principal risks. The provision C.2.2 also requires directors to outline the period for which they have carried out their assessment and why they consider that period to be appropriate. Continue reading

The corporate governance failures that can destroy value within companies

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The perils to a company of not having a comprehensive corporate governance audit should become clear when one takes a closer look at the organisations to have been guilty of some of the most egregious ethics and compliance failures of recent years. VW, FIFA, Petrobas, Toshiba and Deutsche Bank were all named by Compliance Week in its list of the top five such failures last year, and with good reason. Continue reading

Two recent cases broaden what may constitute ‘public interest’ whistleblowing

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Those looking to incorporate a limited company this year may wish to take note of two important cases that have broadened what may be considered in the public interest when determining whether a whistleblowing disclosure is protected.

It was back in June 2013 when the government made the legal protection provided to whistleblowers conditional on the worker holding a reasonable belief that their disclosure was in the public interest. Although this was not defined, the intention of the law was to ensure employees couldn’t depend on allegations about breaches of their own employment contracts being given the status of protected whistleblowing procedures. Continue reading

Should you opt to keep your company registers at Companies House?

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A number of changes to company law are currently being phased in as part of the Small Business, Enterprise & Employment Act 2015. One of the changes gives limited companies the option to keep their statutory registers at Companies House rather than at their Registered Office or at a Single Alternative Inspection Location (‘SAIL’).

While keeping the statutory registers at Companies House may seem an attractive option, company officers will still have a duty to keep the registers updated. However, we urge caution for anyone considering taking advantage of this new facility because of the potentially serious privacy implications for directors, shareholders and anyone who appears on the new People with Significant Control register. Continue reading

Should slimming down your corporate structure be one of your key objectives this year?

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It is becoming increasingly common for the users of board secretary services such as those provided by London Registrars to need help with removing surplus companies through solvent liquidation or strike-off. This is often required when a cumbersome group structure is the product of merger or acquisition (M&A) activity.

There are clear advantages with a well-planned simplification process with a typical payback period of just 12 to 18 months. A solvent liquidation also presents an opportunity for both ongoing and looming issues to be addressed and resolved. Continue reading

First conviction of a care home and its responsible officers under the Corporate Manslaughter and Corporate Homicide Act 2007 as a result of serious failings in health and safety

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The Crown Prosecution Service reports that a care home in Nottingham was fined £300,000 for corporate manslaughter at Nottingham Crown Court recently. The conviction arose following the death of an 86 year old lady who suffered pneumonia, as a result of serious failings in the provision of personal care, nutrition and support provided by the home. According to reports, the post mortem confirmed that neglect had directly contributed to her death. Continue reading

MPs blame “catalogue of failures” for Kids Company demise

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A salutary lesson will have been provided to both charities and those considering the use of company secretarial services by the report released by MPs in early February on the circumstances that led to the collapse of the charity Kids Company.

Kids Company’s closure in August followed controversy over the management and finances of the charity founded by Camila Batmanghelidjh in 1996. Now, the Commons Public Administration and Constitutional Affairs Committee (PACAC) has released the results of its inquiry, describing the charity’s collapse as the result of an “extraordinary catalogue of errors”. Continue reading

New Sentencing Guidelines preceded by highest ever UK fine for corporate manslaughter

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The death of a crane driver has led to the conviction of corporate manslaughter for a mobile crane hire company, making it the first in the UK to suffer such ignominy. Despite the verdict being handed down before the introduction of new, tougher Sentencing Guidelines this month, the level of the fine sends out a strong message to all UK organisations that may need to invest further in risk and compliance services. Continue reading