Technical Briefing November 2025

Of interest to all those working in corporate governance

NEW REGULATION

On 5 August, Companies House confirmed that, from 18 November 2025, all new company directors and people with significant control (PSCs) will be legally required to verify their identity under the Economic Crime and Corporate Transparency Act 2023. 

Existing directors will need to confirm they have verified their identity at the same time as they file their next annual confirmation statement, during a 12-month transition period. This does not mean that you have twelve months to go through the process; IDV will be required from when you file your first annual confirmation statement after 18 November – so if yours is dated 20 November, you have much less time than someone whose next confirmation statement is due on 15 November 2026. 

Existing PSCs will need to verify their identity within 12 months of the commencement of mandatory identity verification on 18 November. The period for doing this will depend on their situation and, where they are not also a director, their date of birth. Companies House has provided clear guidance about when they will need to do it. 

The Institute has been running a number of CPD events on this subject.

There are legal updates on IDV from: Shepherd and Wedderburn.

Eversheds have published an article on What the Education Sector needs to know about new criminal offence of failure to prevent fraud.

Gowling WTG have published an article on an aspect of the ‘Failure to prevent fraud’ offence - Understanding ECCTA: What is the "reasonable procedures" defence and how does it affect your contracts?

Mayer Brown have produced an article on Pension Scheme Trustee Directors - Identity Verification Requirements.

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 working in charity governance

NEW REGULATION

The revised Charity Governance Code was published on 3 November 2025, with a renewed focus on leadership, resilience and public trust. It shifts governance from a compliance exercise to a strategic tool for delivering mission and impact.

The seven core principles remain, but the structure is now clearer and more practical—each principle includes outcomes, expected behaviours, operational practices and evidence. The tone is direct and values-led, encouraging boards to act, reflect and explain.

New priorities include sustainability, stakeholder engagement and evidence-based decision-making. Boards must show how governance shapes strategy, not just policy. They are expected to measure impact, listen actively and lead with intent. The Code sets a new standard for purposeful and accountable governance.

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 listed companies

The Financial Conduct Authority has launched a redesigned Handbook website and user guide. While the content remains unchanged, the new interface offers improved search, navigation and comparison tools. The site now integrates key rulebooks for issuers and investment firms, including SYSC, MIFIDPRU, SUP, and the UK Listing and Prospectus rules. The update is designed to support easier access and version tracking for compliance teams across regulatory changes. 

Of interest to all working on filings

Companies House has published its strategy for 2025-2030.

Of interest to all working on the register of members or responsible for relationships with the Registrar 

On 9 October, HM Treasury launched the Dematerialisation Market Action Taskforce (DEMAT) to lead the UK’s transition to digital shareholding. The move follows the final recommendations of the Digitisation Taskforce and marks the start of operational delivery.

DEMAT will oversee a three-stage programme. First, it will set a go-live date for abolishing paper share registers, expected before the end of 2027. Next, it will coordinate reforms to improve transparency and communication in intermediated holdings. Finally, it will guide the shift to a fully intermediated system.

The Government has published DEMAT’s Terms of Reference, outlining its objectives, governance and delivery timetable. Listed companies should now assess system readiness, engage intermediaries and prepare for compliance. Legislation is expected in 2026 to mandate the new digital framework.

Of interest to all working in further education colleges 

Stone King LLP has published a new review addressing governance challenges in further education colleges, particularly around external reviews of governance. The document sets out practical recommendations to strengthen leadership, improve educational outcomes and support financial sustainability. 

The review highlights the need for regular external assessments of governance. Colleges must clarify board roles, ensure alignment with institutional goals and maintain effective oversight. Independent evaluation and performance metrics are essential to drive accountability.

Governor development is a key theme. Boards should prioritise continuous training and professional support to improve decision-making and build resilience across the sector.

Of interest to all working in investor stewardship

On 11 November, the Financial Reporting Council published a report, Preparing for the UK Stewardship Code 2026: applying insights from current reporting, to support signatories as they prepare to apply to the updated UK Stewardship Code, which takes effect from 1 January 2026.

This report showcases examples of high-quality reporting from recent successful signatories to the UK Stewardship Code 2020, illustrating how stewardship approaches can be communicated transparently across different asset classes and organisational contexts. This highlights the continuity of the fundamentals of good reporting, such as the attributes of effective engagement case studies, successful reporting of policies alongside evidence of their application, and insightful reporting on the oversight of managers.

Of interest to all working in corporate governance

On 13 October, the government wrote to “leading UK companies” about cyber security and asking them to:  

• Make cyber risk a board-level priority using the Cyber Governance Code of Practice
• Sign up to the NCSC’s Early Warning service
• Require cyber essentials in your supply chain

Although the audience for the letter was quite limited, this is an issue that impacts organisations of all sizes.

Of interest to all working in corporate governance

The Department for Business and Trade and HM Treasury have announced a package of corporate reporting reforms aimed at cutting bureaucracy, improving regulatory transparency, and supporting business growth.

As part of these reforms, the government plans to introduce legislation to simplify existing reporting requirements. Medium-sized private companies will no longer need to produce a strategic report, and wholly owned subsidiaries will be exempt where reporting is covered by a UK parent. The directors’ report requirement will be removed, with some elements eliminated and others, such as emissions and energy use, relocated within the annual report. The government will lay draft legislation outlining the changes and their effective date.

It also confirmed plans to expand the Modernising Corporate Review to cover the entire annual report and accounts, with a consultation expected in 2026.

Of interest to all working in corporate governance

On 20 October, the Financial Reporting Council published a report setting out the key findings and good practice the FRC has identified in the 2023/4 and 2024/5 inspection cycles related to the audits of the twelve largest audit firms.

“The report supports the FRC’s ongoing commitment to transparency and sharing information as an improvement focused regulator. It aims to provide audit firms with details of recent inspection key findings to support them in evaluating their own risks and audit methodologies, learning from the work of others and facilitating the adoption of good practices that could enhance the effectiveness and quality of the firm’s overall audit approach.”

But makes interesting reading for companies as well.

Of interest to all working in reporting

On 30 September, the FRC published its annual review of corporate reporting.

“The Corporate Reporting Review (CRR) team found that a lower proportion of reviews resulted in queries being raised with companies compared to previous years, with overall restatements prompted by reviews falling compared to the previous three years. The number of restatements affecting profit has also reduced.

For the third consecutive year, impairment was the issue most frequently raised with companies, although no companies were required to restate their accounts for impairment matters. Cash flow statements and inconsistency of information between financial statements and other sections of the report and accounts continue to present challenges. The report notes that many common areas of challenge could be identified through sufficiently robust pre-issuance reviews, emphasising this remains a key expectation for companies' oversight processes.

There remains a quality gap between companies in the FTSE 350 and other companies, with the majority of restatements continuing to arise in companies outside the FTSE 350. The FRC is undertaking a thematic review focusing specifically on reporting by UK smaller listed companies.

For the 2025/26 reporting season, expectations remain consistent with recent years given stable reporting requirements and recurring themes. Companies are encouraged to focus on improving explanations of significant judgements and estimates, including disclosure of key inputs and assumptions.”

Of interest to all working in corporate governance

The Employment Rights Bill has entered its final stage in Parliament. The House of Lords considered amendments on 28 October and rejected several key proposals. These included changes to zero-hours clauses, day-one unfair dismissal rights, industrial action ballot thresholds, and automatic enrolment for political levies.

Peers voted 302 to 159 against requiring employers to offer guaranteed hours from day one. Instead, they supported Lord Fox’s amendment, which requires employers to write to workers at the end of each reference period, offering guaranteed hours with the option to accept or decline. This approach preserves flexibility for workers and reduces administrative burden for smaller employers.

Day-one unfair dismissal rights were defeated by 301 votes to 153. Peers raised concerns about the impact on hiring confidence, particularly for younger workers. However, some argued that without day-one protection, employees remain vulnerable to dismissal without cause.

The Bill now returns to the Commons for further consideration. Both Houses must agree on the final wording before the Bill can receive Royal Assent. There is no fixed deadline, but the Bill could lapse if time runs out in the current parliamentary session, although the Commons does have the power to push ahead against the objections of the Lords, albeit with some delay.

Employers should monitor developments closely. While the Bill remains subject to change, its final form is likely to introduce significant reforms to dismissal rights and contract flexibility. HR teams should prepare for operational updates but delay major policy changes until the legislation is confirmed.

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

AI Risk Disclosures in the S&P 500: This article by Matteo Tonello from the Harvard Law School forum on corporate governance examines how S&P 500 companies are reporting artificial intelligence risks in their annual filings. AI risk has moved rapidly from niche to material. In 2025, 72% of firms disclosed at least one AI-related risk—up from just 12% in 2023. 

Disclosures focus on three key areas: reputational harm, cybersecurity threats and regulatory uncertainty. Companies cite concerns over bias, misinformation, privacy breaches and brand damage. Many warn that AI expands attack surfaces and complicates compliance with evolving global regulation.

The article urges boards to treat AI risk with the same rigour as financial or operational risk. It calls for clearer, more useful disclosures to help investors and stakeholders understand how companies are managing emerging technologies.

Environmental, Social and Governance (ESG) Laws Across the World: an interesting article from Squire Patton Boggs.

Restoring a company to the Register of Companies in Scotland: An article from Morton Fraser MacRoberts on how to bring a dissolved company back to life through administrative or court restoration. 

Shareholder rule: In previous briefings, we have mentioned changes to case law relating to the ‘shareholder rule’ that companies could not assert legal advice privilege against their shareholders. As I observed last month, the number of law firms writing about this suggests to me what a big deal this case is in the legal world and there a further article from: Brodies.

T+1 Settlement: time is ticking – why firms should act now: an interesting blog from the Financial Conduct Authority.

Two years on - where is the TNFD now?: an interesting blog from Slaughter and May.

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

15 October - Comment: "Ethical leadership needs company secretaries who do more than manage process"
16 October - What the Captain Tom case teaches us about governance and trust
28 October - Comment: "Governance gatherings are pivotal to professional growth"
31 October - From the CEO: We must promote and celebrate governance expertise