Technical Briefing December 2025

Of interest to all

REQUEST FOR MEMBER SUPPORT

We’re developing a programme to help governance professionals lead board-level conversations on AI governance, integration, and strategic oversight. The goal is to provide practical tools and real-world insights that support confident, informed engagement with AI at board level.

The project will unfold in three phases:

Phase 1: Discovery and roundtable engagement

We’ll begin by holding roundtables with governance professionals to understand how boards are currently approaching AI and where company secretaries are adding value—or facing barriers. These discussions will explore board-level understanding of AI, the challenges of opaque technologies and rapid change, and the practical role governance professionals play in shaping strategic dialogue. This input will inform a thematic analysis and stakeholder map to guide the next stages.

Phase 2: Guidance review and prompting framework

We’ll review existing AI governance guidance from UK and international sources. Drawing on this, we’ll develop a prompting guide with practical questions and scenarios to help governance professionals initiate and steer board conversations. We’ll also draft an article on modernising board practices in response to AI, aimed at professional audiences.

Phase 3: Practical case studies and integration insights

We’ll develop case studies showing how boards are integrating AI into strategy, risk, and operations. These will highlight what worked in practice—how governance professionals enabled meaningful oversight, navigated complexity, and supported responsible innovation. We’ll also explore opportunities to share findings through joint publications or events.

Call for roundtable participants

We’re inviting governance professionals to take part in our roundtable discussions. We’re particularly keen to hear from those who have experience supporting board-level conversations on AI, whether through formal governance channels or informal engagement. 

Your insights will help shape a practical resource that reflects real-world challenges and supports confident leadership in a fast-moving area of board oversight. If you’re interested in participating, please contact please contact Valentina Dotto at [email protected].

Of interest to all

REQUEST FOR MEMBER SUPPORT

We’re developing a guidance note to support Company Secretaries, Directors, and Trustees who take maternity leave while holding governance responsibilities. These roles carry statutory duties that remain in force unless formally reassigned. Without clear delegation, both the individual and the organisation face legal and operational risks.

The guidance will draw on legal advice to clarify statutory duties and liability, HR expertise to support policy alignment and reintegration planning, and insights from roundtable discussions. These conversations have highlighted common challenges such as unclear liability, informal handovers, and communication gaps. They’ve also surfaced examples of best practice, including early planning and board-approved interim appointments.

Our aim is to help organisations maintain legal clarity, ensure operational continuity, and support inclusive reintegration.

Join the Roundtable

We’re inviting volunteers to take part in our roundtable discussions. Your experience will help shape a resource that strengthens governance and promotes inclusive leadership. If you’d like to contribute, please contact Valentina Dotto at [email protected].

Of interest to all working in corporate governance and reporting

The FRC has published a new thematic review — Reporting by the UK’s smaller listed companies — to help smaller public companies improve the quality of their corporate reporting.

The review draws on an analysis of 20 companies listed outside the FTSE 350, on both the Main Market and the Alternative Investment Market (AIM). It focuses on four key areas where reporting quality often falls short:

• Revenue recognition — companies should state a clear, company specific accounting policy for all significant revenue streams.
• Cash flow statements — companies should ensure accurate classification of cash flows and consistent disclosure across the report.
• Impairment of non financial assets — companies should provide transparent disclosures of assumptions, key estimates, and sensitivity analyses.
• Financial instruments — companies should tailor accounting policies and disclosures to reflect their actual financial risks and exposures.

The review includes illustrative examples — contrasting high quality disclosures with weaker disclosures — to help companies understand good practice and common pitfalls.

The FRC intends the guidance to be useful not only to companies themselves, but also to auditors, investors, and audit committees — helping all stakeholders understand what constitutes clear, transparent, and compliant reporting.

Of interest to all working on filings

The October 2025 stakeholder newsletter from Companies House covered:

• Companies House fees are changing from 1 February 2026 - see below.
• Our new 5-year strategy – see last month’s Technical Briefing
• Setting the record straight on identity verification – further blogs and articles
• Quarterly release of information about the size of the register of companies

________________________________________

Companies House fees are changing from 1 February 2026

From 1 February 2026, some of our fees will be changing. These include:

• Incorporation digital filing fee will change to £100
• Confirmation statement digital filing fee will change to £50
• Voluntary strike off digital filing fee will change to £13

There is a full list of Companies House fees, applicable from 1 February 2026.

Of interest to all working in corporate governance and reporting

The Financial Reporting Council (FRC) has issued ISSA (UK) 5000 — “General Requirements for Sustainability Assurance Engagements”.

ISSA (UK) 5000 mirrors the global standard published by the International Auditing and Assurance Standards Board (IAASB) and applies across all sustainability reporting frameworks. It covers both limited and reasonable assurance engagements.

The standard deliberately remains profession agnostic: both accountancy and non-accountancy assurance practitioners may use it, provided they meet quality management and ethical requirements.

The FRC permits voluntary adoption of ISSA (UK) 5000. It expects the standard to apply to sustainability reports for periods starting on or after 15 December 2026 — though early adoption is allowed.

By offering a consistent, internationally aligned assurance standard, ISSA (UK) 5000 aims to improve the quality, credibility and comparability of UK sustainability disclosures, supporting informed investor decisions and strengthening the UK’s position as a sustainable finance hub.

Of interest to all working in corporate reporting

On 7 November, the FRC published a discussion paper on proposed technical changes to the UK XBRL Taxonomy Suite, inviting feedback from stakeholders across the digital reporting ecosystem.

The paper outlines a series of proposed architectural design changes aimed at improving the usability, scalability and technical integrity of Taxonomies. The FRC has

been developing and maintaining UK taxonomies for over a decade, providing a framework for high-quality, consistent digital reporting that minimises burdens on businesses whilst supporting economic growth.

The consultation closes on 11 January. The Institute is not, currently, minded to respond but members with strong views on the subject are invited to contact us at [email protected].

Of interest to all working in corporate governance, particularly those responsible for NED fees

On 5 November, the Financial Reporting Council (FRC) published updated guidance on the remuneration of non-executive directors (NEDs) as part of its regular updates to the guidance supporting the UK Corporate Governance Code 2024. This guidance does not change the UK Corporate Governance Code itself but makes clear the existing principle of Comply or Explain provides companies with flexibility to structure NED remuneration.

The updated guidance (paragraph 322 et seq) reflects the government announcement in October that, as part of the Regulation Action Plan they were asking the FRC to make it clear that the payment of some or all non-executive directors fees in the form of shares can be appropriate, provided companies maintain transparency about their rationale and approach. The FRC view remains that, in order to preserve independence, performance-related remuneration remains inappropriate for independent non-executive directors.

White and Case have published an article on this topic.

Of interest to all working in reporting

On 30 September, the FRC published its annual review of corporate governance reporting, “analysing reporting trends and practices among 100 UK-listed companies against the 2018 UK Corporate Governance Code for the last time. Going forward Annual reports will be reviewed against the updated 2024 Code which came into effect in January.”

As always, this is an enormously helpful analysis of how companies reporting with examples that the FRC believe demonstrates particularly good practice.

“A key finding shows that companies reporting departures from Code provisions are increasingly providing clear, meaningful and context-specific explanations for their approach. The review highlights that this flexibility is a core strength of the Code, enabling companies to tailor their governance arrangements to their individual circumstances whilst maintaining transparency and confidence.

The analysis found 25 companies disclosed a departure from at least one Code provision, with the most common relating to audit committee composition, chair independence and tenure. Many organisations demonstrated good practice by providing comprehensive explanations that outlined their rationale and described alternative governance arrangements in place.”

Of interest to all working in charity governance

MPs have endorsed Dame Julia Unwin as the next Chair of the Charity Commission, subject to confirmation by the Department for Culture, Media and Sport. She will serve a three-year term.

Dame Julia brings extensive leadership experience, including her tenure as Chief Executive of the Joseph Rowntree Foundation. She received the Outstanding Achievement – Company Secretary of the Year award at the CGIUKI (formerly ICSA) Awards in 2016.

Her appointment highlights a renewed focus on accountability and public trust in the charity sector. Early priorities will include strengthening trustee guidance, improving reporting standards and reinforcing confidence in charities.

And finally, some articles that passed across my desk and struck me as being of interest to members:

AI in the Boardroom: privilege and recording decisions: An interesting article from White and Case on how companies can adopt AI within the Boardroom.

Companies House - Identification and verification: although the new requirements are now live, I am still seeing plenty of legal updates on the changes. Here are some from: Collyer Bristow, Gowling WLG, Gowling WLG again – this time on PSCs, Herbert Smith Freehills Kramer and Lewis Silkin.

There is also a useful summary of the changes to company register requirements brought in under the economic Crime and Corporate Transparency Act 2023 (ECCTA) from Wedlake Bell and, specifically for charities, from Charles Russell Speechlys.

Analyses of the wider implications of ECCTA for charities have been published by Charles Russell Speechlys who also published a note on filing at Companies House for charities and on the new failure to prevent fraud offence implications for charities.

Navigating AI governance for better business performance: A report from Shoosmiths on why long-term AI performance needs solid foundations: policies, data infrastructure and regulatory readiness.

Only Paperwork? Why recordkeeping for employee share plans is vital: An article from RM2 on the implications of a recent court case.

Shareholders were entitled to apply to court to circulate written resolution: An interesting update from Macfarlanes on a recent court case relating to the circulation of a written resolution of members in a private company. For those, like me, who like to go back to source documents, the case is Webster and another v ESMS Global Ltd and others [2025] EWHC 3107 (Ch).

The Risk of Doing the Right Thing: Where Parent Company Control Leads to Liability: an interesting blog from Bracewell.

The Three Pillars of Educational Governance: Shaping the Future Through Evidence, Strategy, and Inclusion: FE News has published an article which highlights that effective governance in educational institutions depends on three pillars: structure, information, and people. The article stresses strategic, mission-driven governance over mere compliance, emphasising robust frameworks, transparent reporting, and diverse, skilled board members to strengthen accountability and institutional resilience.

On the subject of further reading, it would be remiss of me not to mention the CGIUKI blogs published in November:

14 November - Are the rules of governance different in media organisations?

21 November - Comment: "Why becoming Chartered was the most important step in my career"

24 November - Budget 2025: Key considerations for governance professionals