Technical Briefing March 2026

Of interest to all responsible for filings at Companies House

OPPORTUNITY FOR MEMBER INPUT

We are working through some of the issues around implementation of ECCTA changes with the team at the Department for Business and Trade. 

As mentioned in the last Technical Briefing, the government has announced that the new requirements for the filing of accounts with Companies House being introduced by ECCTA 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.”

One of the stakeholder concerns has been the cost of using third party software, particularly for those who currently file, free of charge, through the Companies House portal and it would be helpful if members can give us an idea of how much your commercial software provider charges for filing software. Please let us know on [email protected].

Of interest to all involved in corporate reporting

OPPORTUNITY FOR MEMBER INPUT

Our friends at the Financial Reporting Council (FRC) have commissioned an independent survey from Lancaster University Management School into the use of AI and other disruptive technologies to support corporate reporting. 

The fully anonymous survey seeks insight into the adoption, benefits, and barriers to emerging technology, including Generative AI (GenAI), in the production of external corporate reports (including digital tagging).

The survey explores any experience of using technologies such as AI in corporate reporting in your company, and the barriers and concerns that may restrict its use. Companies are encouraged to participate, regardless of whether these technologies are widely used or not. (Low or no usage is important evidence that we are keen to capture at an aggregate level.) 

The anonymous survey should take between 12-15 minutes to complete and I would encourage you to do so.

Of interest to all

OPPORTUNITY FOR MEMBER INPUT

As we have mentioned in previous Technical Briefings, we are 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 insight that support confident, informed engagement with AI at board level.

Call for Roundtable Participants

There is still time to register to take part in our roundtable discussions. Many thanks to those who have already done so. 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. Alternatively, please give your feedback in response to this survey: 

 
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.

Of interest to all

OPPORTUNITY FOR MEMBER INPUT

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

There is still time to register to take part in our roundtable discussions. Many thanks to those who have already done so. Your experience will help shape a resource that strengthens governance and promotes inclusive leadership. 

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, proposing major reforms to sustainability reporting for listed issuers. 

The consultation sets out plans to replace the current TCFD aligned regime with a new framework based on the forthcoming UK Sustainability Reporting Standards (UK SRS), which build on the ISSB baseline. 

The FCA aims to give investors clear, consistent and robust information on sustainability related risks and opportunities. The proposed changes intend to improve comparability across markets, reduce duplication and reinforce the UK’s position as a global financial centre. 

Under the proposals, listed issuers would move to mandatory climate reporting aligned with UK SRS S2. Scope 3 emissions would stay on a “comply or explain” basis due to persistent measurement challenges. Broader sustainability disclosures under UK SRS S1 would also follow a “comply or explain” approach to reflect the relative novelty of wider sustainability reporting for many companies.

The FCA also proposes greater transparency on transition plans and third party assurance. Although transition plan mandates fall within government policy, issuers would need to confirm whether they have published a plan and whether their disclosures have been externally assured. A more flexible regime is proposed for issuers with primary listings overseas to avoid duplication with home jurisdiction reporting. 

The consultation applies across multiple listing categories, including commercial companies, non-equity and non-voting equity issuers, transition category issuers, secondary listings and depositary receipts. The FCA is currently seeking feedback on its proposal, with final rules expected in autumn 2026 and implementation from 1 January 2027. Responses due by 20 March 2026.

The Institute will be responding and we would be grateful for members’ help with our response. If you would be interested in contributing, please register to book a place at one of our roundtables.

There are background articles from Ashurst, Eversheds Sutherland and Travers Smith.  

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 register 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

OPPORTUNITY FOR MEMBER INPUT

The Financial Conduct Authority (FCA) is consulting on rules to improve transparency and trust in the environmental, social and governance (ESG) ratings market. 

Under the Financial Services and Markets Act 2000 (Regulated Activities) (ESG Ratings) Order 2025, from 29 June 2028, any firm wishing to provide certain types of ESG ratings in the UK will need FCA authorisation.  This consultation is intended to inform those rules.  The FCA “wants to: 

• Make ESG ratings more transparent, reliable and comparable.
• Support better decision-making and greater confidence in the market.
• Be proportionate and support growth in sustainable finance.”

The consultation closes on 31 March 2026. The Institute will be responding and we would be grateful for members’ help with our response. If you would be interested in contributing, please register to book a place at one of our roundtables.

There is a background article from A&O Shearman.

Of interest to all working in corporate governance

OPPORTUNITY FOR MEMBER INPUT

In 2021, hundreds of CGIUKI members took the time to contribute to an important study on governance that captured a unique moment in time during Covid. The findings from the resulting report - Mindful Exclusion - helped many members to open a conversation with their boards and executive teams on how to adopt a more mindful approach to decision making. The follow-up report in 2022 provided greater clarity on what this shift meant in practice.

This year, the Institute is once again partnering with the Centre for Synchronous Leadership to produce an updated version of the Mindful Exclusion report based on the new landscape in which we find ourselves. In light of recent shifts in technology, geopolitics and sustainability – we hope that many of you will feel called to contribute to this body of research. 

You can do so by completing this survey before the end of March.

Anybody who qualifies for and completes the survey will receive an invitation to join the report launch taking place at The London Stock Exchange Group (LSEG) on 17th June 2026 via link.

Please contact [email protected] if you have any questions.

Of interest to all working in corporate governance

OPPORTUNITY FOR MEMBER INPUT

The expectations placed on the Chair of the Board within FTSE 350 companies have never been greater. Operating amid geopolitical instability, cyber risk, economic uncertainty and heightened ESG scrutiny, Chairs are leading the board in an increasingly complex governance landscape. These pressures are further intensified by evolving board composition and increasingly complex board dynamics.

Neill McWilliams FCG, as part of his PhD research with Henley Business School, is examining a critical gap in understanding how contemporary governance challenges are reshaping the Chair’s role and influencing their contribution to overall board effectiveness. A key dimension of the research explores how the Company Secretary can best support the Chair’s development and effectiveness in this evolving environment.

CGIUKI is supporting this research, which aims to provide improved understanding and practical governance insight. Neill would welcome the opportunity to speak with Company Secretaries/General Counsel, Chairs, Non-Executive Directors and Chief Executive Officers from FTSE 350 companies who may be willing to participate in a confidential one-hour online interview as part of the study. If you would be interested in contributing, please contact Kayla Schembri at [email protected].

Of interest to all working in corporate governance and reporting

CPD OPPORTUNITY FOR MEMBERS

Provision 29 requires boards to formally declare how they have monitored, reviewed, and ensured the effectiveness of all material internal controls within their risk management framework. 

The Institute has arranged a webinar with the FRC on Tuesday 10 March, at 12.30pm GMT, looking at this issue.  

Join Maureen Beresford, Director of Corporate Governance & Stewardship at the Financial Reporting Council and I as we discuss the FRC’s thoughts on the application of Provision 29. The session will offer practical insights. There will also be an opportunity for attendees to put their questions to the FRC and gain practical guidance to support their own governance disclosures.

Of interest to all

CPD OPPORTUNITY FOR MEMBERS

Join the Chartered Governance Institute's Head of Policy, Kayla Schembri as she looks at 'What leaders are getting wrong about AI Governance (and how ISO 42001 fixes it)'.

Key topics will include:

• The ISO 42001 standards as a practical governance tool
• Case studies from UK (NHS) and US (Predictive Policing)
• Market intelligence about projected losses and failures
• Understanding the types of costs of these failures
• Exploring the 2026 academic journal article consolidating AI failures to-date
• Governance as a strategic enabler to cut through the noise 

Of interest to all responsible for company listings

Thank you to all those who joined, or expressed interest in, our call on 12 February. The conclusion was that, in their effort to simplify the listing process, the FCA have created confusion around the timing of the announcements required. The key point to remember is that admission to listing and admission to trading are two separate processes; the former owned by the Financial Conduct Authority (FCA), the latter by the London Stock Exchange (LSE). 

LSE rules have not changed and the LSE's portal, through which an application can be made, still requires an announcement to be included before an issuer can submit the application. This is for market transparency purposes.

Under the FCA’s new UK Listing Rules, in force from 19 January 2026, any new shares of an existing class will become listed automatically on issuance. Block listings are, accordingly, removed, but consequently so too was the former exception for block listings from the requirement to notify a RIS asap of "the results of any new issue of equity securities or a public offering of existing equity securities".  Although the FCA also included a new rule which allowed the announcement to be made within 60 days of when the shares are allotted, and that announcement can include any issue of shares within the 60 days, the combined effect of these changes is that, if these rules apply to share plans, a company issuing shares on a daily basis would have to make daily announcements rather than announcing once every 60 days. Attendees and their advisers reported conflicting guidance following approaches to the FCA. 

On 19 February, the FCA published a statement in which it recognised that there is an issue and they “intend to consult shortly” on removing the requirement to announce as soon as possible. In the FCA “will not take supervisory or enforcement action where issuers previously granted a block listing … do not make notifications …” provided the shares were covered by a block listing in place before the rule change.

This is helpful as far as it goes but does not help companies who did not have a block listing in flight before 19 January. 

The Institute has raised a number of questions that arose at the roundtable with the FCA and LSE. 

LSE has confirmed to us that, where an admission is taking place, they would still require a published announcement as a part of their conditions, prior to the effective date of the Admission date. They accept that this is out of line with the FCA requirement. LSE does not require a six-monthly announcement. 

I am waiting to hear back from the FCA and will update in a future newsletter. I am  grateful to Becky Moore and Anne Kirkwood (Clifford Chance), Helen Baker (HN06) and Cara Hegarty (Linklaters) for their help on this subject.

There is a background paper from Slaughter and May.

Of interest to all working in corporate reporting

On 4 February, the Financial Reporting Council (FRC) issued updated Guidance on the Strategic Report. “This guidance has been developed to support all UK entities that prepare strategic reports under company law, and is intended to help entities 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. In addition, the updated guidance delivers improvements to its structure and accessibility to improve usability and functionality for preparers.”

“Alongside the guidance, the FRC has also published updated Scoping Tables to support entities complying with Companies Act 2006 disclosure requirements for the strategic report, the directors’ report and the energy and carbon report to reflect reporting of payment practices within the Directors Report.” 

A blog from Reynolds Porter Chamberlain (RPC) offers some background. 

Of interest to all working on filings

The February Companies House stakeholder newsletter includes the announcement that Dr Ros Rivaz has been appointed as the new Chair of Companies House. She will begin the role on 1 March, succeeding John Clarke who has been in post since March 2023.  

It also highlights some new guidance advising how to correct the date of birth for a director or person with significant control (PSC) if it was filed incorrectly with Companies House.

Of interest to all working in corporate governance

Published on 24 February, the FTSE Women Leaders Review reports that the UK remains a global leader in women’s representation in senior business roles, with women now holding 43% of FTSE 350 board positions and 36% of leadership roles. The Review confirms that 88% of FTSE 350 companies have reached or are close to the 40% women on boards target, with 68% already exceeding it. 

However, progress into the most senior executive roles remains limited: women occupy only one in six executive board positions, 17% of Chair roles, 8% of CEO roles and 21% of Finance Director roles, despite Senior Independent Director roles now being gender balanced at 61%. Overall, the 2026 report shows stabilisation in recent gains and highlights the continuing need to accelerate women’s progression into key decision-making roles.

See the Institute’s press release: UK boardrooms remain at 43% women, but governance gaps block meaningful progress.

Of interest to all working in corporate governance

On 26 February, Indigo Independent Governance and Addidat published Gender diversity in AIM company boards. 

The first of these reports, back in 2023, “revealed that only 1 in 7 AIM company directors was a woman. By the following year that position had improved to 1 in 6 directors being female and it is therefore somewhat discouraging to note that, in the last year, that ratio has remained stubbornly static” - a stark contrast to the FTSE 350 position. 

The data also shows that: 

• Gender diversity across AIM board remains at 16%
• 38% of AIM boards are all-male, an increase of 1.4% over last year 
• Only 11% of firms would meet the 40% women on boards threshold expected of FTSE350 companies

See the Institute’s blog - Comment: Gender diversity in AIM boardrooms: another year of standing still.

Of interest to all working in corporate governance

The FCA has published its first Enforcement Watch newsletter, outlining how it is applying its revised publicity policy and where it is concentrating current enforcement activity. The updated policy aims to provide greater transparency while avoiding routine public identification of firms. The FCA now issues anonymised thematic updates unless “exceptional circumstances” justify naming an organisation. The test focuses on whether naming is necessary to maintain market confidence, protect consumers or support an investigation, including bringing forward witnesses.

Between June and December 2025, the FCA opened 23 enforcement operations. It confirmed investigations into three listed issuers -John Wood Group plc, Drax Group plc and WH Smith plc- following announcements made by the firms themselves. It also opened investigations into unauthorised business activity but did not name the firms for operational reasons.

The newsletter highlights the FCA’s current enforcement priorities. These include regulatory failings, market disclosure breaches, unauthorised business models, Consumer Duty issues and weaknesses in systems and controls. The FCA states it will escalate to enforcement where supervisory engagement has not resolved concerns, particularly where firms mislead the regulator or cause significant consumer harm.

Of interest to all working in charity governance

The Charity Commission has updated its CC20 guidance to clarify trustees’ responsibilities for fundraising oversight. Published on 3 February 2026, the revised guidance is more accessible and incorporates changes made under the Charities Act 2022, including simplified rules on failed appeals.

The update reinforces that trustees must maintain robust governance, oversee risks and protect their charity’s reputation. It stresses the need for trustees to ensure all fundraising complies with legal requirements, that staff and third party fundraisers are properly supervised, and that communications with the public are open and accurate. 

The refreshed CC20 aligns with the updated Code of Fundraising Practice, in force since 1 November 2025. The Code adopts a principles based approach, emphasising fairness, proportionality, transparency and evidence based decision making. Trustees must now demonstrate that fundraising decisions are appropriate, defensible and consistent with their charity’s values, governance expectations and risk tolerance.

Overall, the revised CC20 raises expectations of active board oversight and strengthens the framework for ethical and lawful fundraising.

Of interest to all working in charity governance

The Charity Commission has delivered a significant update to charity reporting for financial periods beginning on or after 1 January 2026. The official Summary of Changes’ table sets out revisions on a module-by-module basis, including the introduction of a three-tier reporting structure, enhanced ESG and impact reporting obligations and revised accounting standards for income, leases, provisions and financial instruments.

The three-tier model introduces proportionate reporting requirements based on a charity’s income. It affects narrative reporting, the depth of impact disclosures and the level of ESG information required. Impact reporting becomes mandatory for all charities, while ESG reporting is compulsory for Tier 3 and encouraged for Tiers 1 and 2. 

It also modernises technical accounting requirements. Key updates include clarified income recognition rules, new modules on provisions and lease accounting, and refined reporting for financial instruments aligned to FRS 102. These changes provide clearer requirements for recognising income, assessing liabilities and presenting financial information consistently across the sector.

Overall, it introduces a more structured and proportionate reporting framework. For finance teams preparing for the 2026 reporting cycle, the official summary remains the authoritative reference point for understanding the new standards.

Of interest to all working in charity governance

The ICO has issued guidance to support charities preparing to use the new charitable purpose soft opt in, which takes effect from January 2026 under the Data (Use and Access) Act 2025. The soft opt in allows charities to send direct marketing emails or texts to individuals who have expressed interest in, or offered support to, the charity without prior consent, provided specific conditions are satisfied.

The ICO directs charities to update their privacy notices to explain how personal information will be used for soft opt in communications. It also requires clear opt out opportunities at the point of data collection and in every subsequent message.

Charities must maintain separate marketing lists: one for individuals who have given explicit consent, and another for those contacted under the soft opt in. Staff should be trained to handle questions and complaints, and internal systems must reliably distinguish between consent based and soft opt in based communications.

The ICO advises organisations to prepare early by reviewing data collection processes, segmenting supporter lists and ensuring all communications contain a simple and prominent opt out mechanism.

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

Employee, director and shareholder loans: An interesting paper from Lewis Silkin which explains the key exemptions, requirements and implications which need to be understood before putting any loan arrangement in place.

European Commission – Draft Code of Practice on Transparency of AI Generated Content: The first draft of the European Commission’s Code of Practice on Transparency of AI Generated Content provides practical guidance for complying with Article 50 of the EU AI Act, translating high level transparency duties into operational measures. It requires providers and deployers of generative AI systems to implement multi layered marking, detection and disclosure techniques - including metadata, imperceptible watermarking and, where necessary, fingerprinting - to ensure AI generated or manipulated content is machine readable and clearly recognisable. The draft also places specific duties on deployers to label deepfakes, and AI generated text published on matters of public interest. Developed through extensive multi stakeholder consultation, it serves as a voluntary but authoritative roadmap ahead of Article 50 entering into force in August 2026.

FCA – The Mills Review: Long Term Impact of AI on Retail Financial Services: The FCA’s Mills Review, published on 27 January 2026, examines how advances in AI could transform retail financial services for consumers, firms, markets and regulators by 2030 and beyond. The Review emphasises that the FCA will rely on its existing, outcomes focused frameworks rather than introduce new AI specific rules, while assessing risks such as AI enabled fraud, algorithmic bias and opaque decision making. It sought stakeholder views across four themes: the evolution of AI technology, impacts on markets and firms, emerging consumer trends, and the future regulatory approach.  Feedback closed on 24 February 2026, and the final recommendations will inform how the FCA supports safe, competitive and consumer focused AI adoption over the next decade.

Guernsey companies listing in the UK:  An interesting blog from Carey Olsen about the benefits of a Guernsey domicile.

ICO Tech Futures – Agentic AI: The ICO’s Tech Futures: This report from the ICO examines how agentic AI systems -capable of autonomous decisions, real time problem solving and proactive interaction- are likely to develop and influence everyday digital services. It identifies opportunities such as automated personal assistants and agent driven commerce, while warning of increased data protection risks linked to responsibility allocation, automated decision making, data concentration and privacy intrusions. The report underscores that public trust will depend on strong data protection safeguards, with the ICO monitoring developments through 2026 to ensure developers and deployers understand and meet their legal obligations.

Shareholder rule: Another article, this time from Walkers, considering the recent Privy Council decision in Jardine Strategic Ltd v Oasis Investments II Master Fund Ltd [2025] UKPC 34.

The Inclusion Imperative For Repairing Corporate Governance: an interesting academic paper (50 pages) from the University of California and McGill University which argues that inclusive leadership is essential to strong governance and challenges the narrative that firms have universally abandoned their inclusive practices.

UK Government – Software Security Ambassadors Scheme: Published in January 2026, the UK Government’s Software Security Ambassadors Scheme designates participating organisations as champions of the Software Security Code of Practice, committing them to promote secure by design development and improve transparency across digital supply chains. Signatories agree to role model implementation, share real world lessons and support continuous improvement to reduce software supply chain risks and strengthen national cyber resilience. The scheme forms part of the government’s wider cyber resilience agenda, aligning with its Plan for Change and contributing to a more secure and trusted digital economy.

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

2 February - The new Formula One governance agreement 2026 
10 February - Comment: Results day was a defining moment in my career
13 February - From the CEO: Governance is a global community
19 February - Comment: Governance is rising in East Africa, and the opportunities have never been greater
20 February – Comment: I’m a professional rugby player, this is why governance matters for players and the game
24 February - UK boardrooms remain at 43% women, but governance gaps block meaningful progress
26 February – Comment: Gender diversity in AIM boardrooms: another year of standing still