Technical Briefing February 2026

Of interest to all responsible for corporate filing

On 19 January, Companies House announced an update to the implementation timeline by which the Spring 2026 due date for presenter measures – i.e. that those filing documents at Companies House had to have been through the IDV process - has been postponed until no earlier than November 2026. As this announcement had particular impact on members, we issued a special technical briefing that morning. This Institute continues to work with the Department for Business and Trade and Companies House to develop the necessary secondary legislation. 

On 28 January, there was a further announcement that the new requirements for the filing of accounts with Companies House being introduced by the Economic Crime and Corporate Transparency Act will not now be implemented from April 2027. “These reforms are under review given stakeholder concerns, to ensure we strike the right balance between tackling economic crime and avoiding undue burden on business. A final decision on the reforms will be announced shortly.  Companies will receive at least 21 months’ notice to prepare for the implementation of any proposals.”

Of interest to all responsible for company listings

OPPORTUNITY FOR MEMBER INPUT

Under the new rules for the public offers and admissions to trading regime, which became effective on 19 January, we have received reports that there is now some uncertainty in the market as to the requirements for shares being issued and admitted to trading. The FCA's requirement (see PRM 1.6) is that there should be an announcement within 60 days of shares being issued but we understand that there is some discussion as to how this then interacts with the requirement in the listing rules (UKLR 6.4.4). The LSE's requirement is still that for shares to be admitted to trading, an announcement must be included in the application process which doesn't align neatly with the FCA's requirements. Some of the confusion also seems to stem from the abolition of the block listing regime by the FCA and how this then impacts the requirements around announcements, with the LSE giving conflicting information on their requirements.

We have received reports that the FCA and LSE are not aligned and that companies, and their legal advisers, are receiving conflicting advice. In order to establish how significant a problem this is, we have arranged a call at 4pm on Thursday 12th February at which we would like to hear from any companies who have had problems with the new rules. If you would like to join us, please contact me on [email protected] for joining details. If you are not able to join the call, but have had issues, please do let me know, at that email address, so that we can include your feedback in any submission that we make.

Of interest to all

OPPORTUNITY FOR MEMBER INPUT

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

OPPORTUNITY FOR MEMBER INPUT

We’re developing a guidance note to support Company Secretaries, Directors, and Trustees who take extended leave, for example, 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.

We have broadened the base of this project to recognise the many different types of extended leave - there will be an article explaining this in the next edition of Governance & Compliance magazine.

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 responsible for board papers

OPPORTUNITY FOR MEMBER INPUT

In 2018, we worked with Board Intelligence on a project to understand the main challenges to effective board reporting, in order to identify actions that could be taken to assist organisations to address these challenges. We heard from more than 80 governance professionals representing organisations of all sizes and sectors on how board reporting (i.e. the preparation of reports and other papers that are discussed at board meetings) operated in their organisations.

Much has changed since 2018, and over the coming months we’ll be updating this guidance to ensure it remains relevant and value-adding for governance professionals. But we need your help. 

To input to our research and shape the future of board reporting, we are looking for volunteers to join roundtables exclusively for CGIUKI members. We are also asking all members to complete our online self-assessment to let us know how your board pack stacks up. 

Of interest to all working in corporate governance and reporting, especially in larger private companies

CPD OPPORTUNITY FOR MEMBERS

The Wates Principles provide a framework to help large private companies raise their standards of corporate governance by offering a structure for reporting to fulfil their legal requirements and demonstrate good practice. Further to last month’s note that the Financial Reporting Council (FRC) has published reporting insights on how companies apply the Wates Corporate Governance Principles for Large Private Companies, the Institute has arranged a webinar with the FRC on Tuesday 17 February, at 12.30pm GMT, looking at these insights.  

Join Lauren Tynen (Senior Policy Associate, Financial Reporting Council) and me as we discuss how companies have reported on their application of the Wates Corporate Governance Principles for Large Private Companies. There will also be an opportunity for attendees to put their questions and gain practical guidance to support their own governance disclosures.

Of interest to all working on diversity issues

OPPORTUNITY FOR MEMBER INPUT

The Institute will, once again, be working with the Centre for Synchronous Leadership to update our Mindful Exclusion research in the light of more recent experience.

In 2021, we published research included feedback from over 300 company secretaries, directors and executives, showing the prevalence of mindless decision-making in governance before COVID-19 and demonstrated how the experience of crisis had caused many organisations to become more mindful. Our follow-up report in 2022 explored how decision-making has changed in the subsequent year. Four years on, it seems time to revisit this work and we will be seeking member support with roundtable workshops and surveys in the coming weeks. If you would be interested in contributing, please contact Kayla Schembri at [email protected].

Of interest to all responsible for board succession planning

CPD OPPORTUNITY FOR MEMBERS

On Thursday 26 February at 9.00am GMT, the Institute will be hosting a webinar to launch the latest Gender Diversity on AIM Company Boards report, published by Addidat and Indigo: Independent Governance. 

This webinar is aimed to create momentum by convening the community - companies, investors, Nomads, advisers and market bodies - to align on priorities and explore proportionate, AIM-appropriate ways to drive faster progress.

Join us to understand to help shape what happens next for board diversity on AIM, change will only accelerate if the market moves together.

Of interest to all working on sustainability reporting

OPPORTUNITY FOR MEMBER INPUT

On 30 January, the Financial Conduct Authority (FCA) published CP26/5: Aligning listed issuers’ sustainability disclosures with international standards, consulting on replacing the current rules for listed companies’ climate disclosures, with proportionate rules to:

• Align reporting with current international standards, with an implementation approach that reflects the readiness of listed companies.
• Make sure investors can access clear, consistent and robust information about sustainability risks and opportunities.
• Support overseas companies to be more transparent about their sustainability reporting, while removing duplication.

The Institute will be responding and we would be grateful for members’ help with our response. If you would be interested in contributing, please contact Valentina Dotto at [email protected].

Of interest to all working on filings

Companies House has published two helpful blogs this month: 

•    Understanding identity verification for people with significant control (PSCs)
•    Companies House fees are changing from 1 February 2026

Of interest to all responsible for a register of members

On 30 September 2024, Litani LLC submitted a written request for a copy of its register of members to Aviva Plc, giving as its purpose “making an offer ("Offer") to shareholders (with a maximum acceptance set at no more than 1% of the issued share capital of the Company as at the business day prior to the date of the Offer) to purchase their shares at a discounted price (discount not to exceed 17.5% of the market value of the Company's shares, the market value being determined as at the business day prior to the date of the Offer).”  Aviva duly applied to the Court for an order that a copy of the register was not being sought for a "proper purpose", and that it ought therefore be directed not to comply with the Request.

On 1 December 2025, the High Court gave judgment in Aviva plc v Litani LLC [2025] EWHC 3134 (Ch) that this is a proper purpose. This is the first occasion upon which a ‘tender offer’ of this kind has been challenged as a proper purpose and I should not be surprised were the decision to be appealed. We are currently working with Herbert Smith Freehills Kramer to update the Institute guidance on Proper Purpose, referenced in the High Court judgment. 

Macfarlanes have published a useful blog on this decision.

Of interest to all working on reporting

On 4 February, the Financial Reporting Council published updated Guidance on the Strategic Report, which is intended to help those organisations that prepare strategic reports to address their reporting obligations in a way that is practical, proportionate and supports high-quality reporting.

The guidance has been updated to reflect changes to legislative and regulatory requirements, including the recent revision of the UK Corporate Governance Code 2024, legislative changes to directors’ report disclosures, and other developments in sustainability-related and wider corporate reporting practice.

Of interest to all working in the corporate sector

In the 2024 King’s Speech, the Government indicated that a draft Audit Reform and Corporate Governance Bill would be brought forward to “replace the Financial Reporting Council with a new regulator – the Audit, Reporting and Governance Authority – with the powers it needs to tackle bad financial reporting and to build that trust.”

We, and others, have pressed the Government on a number of occasions to deliver this, but on 19 January, Blair McDougall MP, Minister for Small Businesses and Economic Transformation, wrote to The Rt Hon Liam Byrne MP, Chair of the Business and Trade Committee, “to update the committee that we have reached the difficult decision not to consult”, i.e. not to progress the draft Bill. He gave three reasons:

•    “While the planned reforms would be beneficial, some would increase costs on business, and it would not be right to prioritise those over more deregulatory measures.” 
•    “the need for major reform is less pressing than it was.”
•    “parliamentary time is limited.”

In other words, no-one thinks these changes are not beneficial, but they are not a priority for the Government. However, the Government “will still look to put the Financial Reporting Council on a proper statutory footing, as soon as parliamentary time allows.”

Obviously, this is a disappointing outcome, particularly given all the work that has gone into the various consultation responses since 2018. 

Of interest to all responsible for data protection compliance

The European Commission has the competence to determine, on the basis of the General Data Protection Regulation, whether a country or international organisation outside the EU ensures an adequate level of data protection. Following this, the Commission might initiate the process for the adoption of an adequacy decision, which allows the free flow of personal data from the EU and the European Economic Area (EEA) to a third country or international organisation without further obstacles.

On 19 December, the Commission renewed the two 2021 adequacy decisions for the free flow of personal data with the United Kingdom. The decisions ensure that personal data can continue flowing freely and safely between the European Economic Area (EEA) and the United Kingdom, as the UK legal framework contains data protection safeguards that are essentially equivalent to those provided by the EU.

The new decisions are subject to a sunset clause of six years, running until 27 December 2031, with the possibility to be renewed. The Commission together with representatives of the European Data Protection Board will review the functioning of the adequacy decisions after a period of four years.

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

Butler-Sloss v Charity Commission: have changes to charity investments cut through?: Butler-Sloss v Charity Commission in 2022 was a Supreme Court judgment which set out new principles for charity investment. An interesting article from Penningtons Manches Cooper looks at how this has been applied.

Charity property fraud: how can you protect from undue influence?: An article from Foot Anstey which I found insightful.

Court confirms right for shareholders to require circulation of written resolutions: An article from Mishcon de Reya on the implications of a High Court judgment in November. The case in question was Webster & Anor v ESMS Global Ltd & Ors [2025] EWHC 3107 (Ch). 

Gender pay gap reporting: a complete practical guide and FAQs: a really useful guide from Lewis Silkin.  

How do I implement an EMI share option plan?: A blog from Shepherd and Wedderburn discusses recent changes.

Preparing for the 2026 AGM and reporting season: an overview of the key issues affecting listed and AIM companies from DLA Piper.

Proxy Advisors Under Scrutiny: Regulatory And Legal Challenges Facing ISS And Glass Lewis: a blog from Bryan Cave Leighton Paisner looks at some of the issues facing proxy advisors in the United States.

Sustainability reporting in 2026 - Is the UK playing catchup, or just exercising pragmatic caution?:  An interesting blog from Slaughter and May. 

The miscalculation of corporate DEI risk: ECGI have published an interesting academic paper (42 pages) on The Miscalculation of Corporate DEI Risk.

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

6 January - Moving the goalposts? Governance lessons from football’s high-profile managerial exits 
13 January - From the CEO: Setting our course for the year ahead
23 January - Oxfam GB: when governance and communications collide