Technical Briefing November 2026

Of interest to all working in corporate governance

OPPORTUNITY FOR MEMBER INPUT

As I have mentioned in previousTechnical Briefings, on 6 September the government published the long-awaited consultation on Modernising Corporate Reporting (MCR). This runs to 70 pages and closes on 30 November. 

Thank you to all those members who joined our roundtables to contribute to our consultation response. We are now collating the feedback that we have received. 

There are interesting articles from Burges Salmon and Simmons and Simmons on the consultation proposals and one from Mallesons giving an Australian view of the proposals.  

One of the issues addressed under MCR is that of virtual meetings. The Investment Association has published a position paper Virtually enabled shareholder meetings, setting out its members’ expectations for companies considering hybrid or virtual-only annual general meetings (AGMs). 

The paper says that IA members prefer a hybrid format that combines a physical meeting with the option to participate virtually, rather than going fully virtual. Their concern is that they believe that 'virtual only' meetings restrict the opportunity for shareholders to take part in the meeting and can lead to shareholder questions being filtered.  The paper states that “IA members have experienced challenges in jurisdictions where virtual-only AGMs have been introduced, including concerns that shareholder rights may be weakened.” The IA has therefore proposed a series of ‘safeguards’ that members will expect companies to follow where a virtual meeting is proposed. These include:

•    ensuring real-time participation
•    full board visibility during the meeting
•    transparency around question handling
•    publication of a full record of shareholder-submitted questions after the meeting

The also expect companies to seek reapproval from their shareholders of the continued use of virtual elements every three years. The IA’s Institutional Voting Information Service (IVIS) will “red top” companies that seek approval to amend articles without those assurances, or that fail to return to shareholders for reapproval following first use.

Freshfields have an article on the IA paper. 

Of interest to all

NEW CGI GUIDANCE

For generations, boards met around a physical table with hard-copy papers and approved minutes serving as the primary record of proceedings, and many of our existing protocols were built for that context. Today's boardrooms are very different. A single virtual meeting may generate recordings, transcripts, chat histories, AI-generated summaries, action logs and multiple versions of digital board papers, creating governance questions that just didn’t exist in traditional meeting environments.

Informed by advice from the Information Commission, Digital Boardroom Governance: Board Meeting Hygiene in the Digital and AI-Enabled Boardroom explores these emerging challenges and provides practical guidance for boards, trustees, company secretaries and governance professionals. Covering issues such as recordings, transcripts, AI-enabled meeting technologies, board papers, legal privilege, transparency and information governance, the guidance helps organisations apply established governance principles in an increasingly digital boardroom. While technology has transformed how boards meet, the fundamental responsibilities of accountability, confidentiality, oversight and good governance remain unchanged.

Keep your eyes glued to our Events page on the website for details of the launch webinar shortly! 

Of interest to those working in charity governance

NEW CGI GUIDANCE

In support of Trustees' Week and the Eastside People Festival of Trusteeship, we are delighted to release our Cyber Security and Governance for Charities guidance note. Cyber security is no longer solely an operational or technical concern. It is a governance issue that can affect a charity's ability to deliver its purposes, protect beneficiaries and data, maintain services, comply with its legal and regulatory obligations, and retain public trust.

Informed by advice from the National Cyber Security Centre, this guidance helps trustees, governance professionals and charity leaders understand and oversee cyber risk through a practical governance framework aligned with the UK Government's Cyber Governance Code of Practice. It includes trustee questions, governance tools and practical templates to support effective oversight, organisational resilience and informed decision-making.

Of interest to those working in charity governance

NEW CGI GUIDANCE

Also in support of Trustees' Week and the Eastside People Festival of Trusteeship, we are delighted to release Conflicts of Interest and Loyalty: Guidance for Charities (England and Wales). This guidance note has been updated to reflect the 2025 Charity Governance Code, current Charity Commission guidance and evolving governance practice. It provides practical guidance for trustees, charity secretaries, governance professionals, and others responsible for supporting charity boards in England and Wales.

This includes detailed guidance, a Conflict of Interest Policy template, a Declarations of Interests Form template, a Register of Interests template, and a decision-tree for managing conflicts of interest. By helping charities manage conflicts openly, consistently and in the best interests of the charity, the guidance supports effective decision-making, accountability, and public trust.

Of interest to those working in charity governance

NEW CGI RESEARCH

Charity boards are operating in an increasingly complex environment shaped by financial pressures, cyber security risks, emerging technologies and growing stakeholder expectations. As governance demands continue to rise, many boards face challenges in maintaining the capacity needed for effective oversight.

Drawing on findings from our Trustee Survey 2026, this research explores the Governance Adaptation Gap, the widening gap between governance expectations and governance capacity. It offers practical insights to help trustees, governance professionals and charity leaders strengthen board effectiveness, organisational resilience and long-term sustainability.

Of interest to all

OPPORTUNITY FOR MEMBER INPUT

Thank you to those members who joined us at the virtual roundtable on 27 October to help shape the Institute's future research programme. Insights from the discussion will help shape the Institute's research priorities and ensure they remain relevant to the evolving needs of governance professionals.

OPPORTUNITY FOR MEMBER INPUT

The new Independent Football Regulator has published the first draft of its State of the Game Report, which it is required to produce under Section 10 of the Football Governance Act 2025. The report includes an overview of the main issues which the IFR considers to be affecting the top five divisions of the English men’s game, including the financial landscape, the economics of the market, underlying incentives, and the drivers of behaviour. It also sets out findings on non-financial issues such as fan engagement, corporate governance and EDI.

The Institute will be submitting a response to the consultation, which closes on 8 December 2026.

All members who would like to contribute to our response are asked to join a virtual roundtable. These will be held on:

Tuesday 17 November, 2.00-3.30pm
Wednesday 18 November, 10.00-11.30am

If you would like to join the call, please register using the links above. If you are unable to join but have comments on the consultation, please contact us via email and we will seek to include your views in the response.

Of interest to all working in small-to-medium enterprises 

OPPORTUNITY FOR MEMBER INPUT

This study, titled “Unveiling the Influence of the Director’s Epistemic and Social Motivations on Board Information Processing”, is being conducted in collaboration between the IE University, Spain and the Chartered Governance Institute UK & Ireland. Ricardo Amaya Villalobos would welcome the opportunity to speak with directors of small and medium-sized enterprises (SMEs) in the UK to participate in this study. As part of this research, we ask you to complete a short survey using the Portrait Values Questionnaire. 

SME directors will contribute to insights into how directors’ values shape boardroom dynamics and decision-making outcomes. If you would be interested in contributing, please contact Kayla Schembri at [email protected]

Of interest to all working in corporate governance

OPPORTUNITY FOR MEMBER INPUT

Senior leaders and governance professionals are increasingly relying upon their own ethical judgment when navigating the absence of formal rules and clear standards. Boglarka Radi, as part of her PhD research with London South Bank University (LSBU) Business School, is exploring how leaders exercise responsibility and ethical standards to traverse moral uncertainty, responsibility, and accountability in the UK business environment.

CGIUKI is supporting this research, which aims to better understand how senior leaders and governance professionals make ethical decisions in complex organisational environments. Boglarka would welcome the opportunity to speak with members who may be willing to participate in a confidential 40-minute 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, or with, the FTSE350

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]  

Further, we are hosting three roundtable discussions to test, challenge and validate these emerging findings, and to ensure that the research reflects the realities of board governance in practice. Sessions to register for roundtable discussions have been arranged per audience: one roundtable date for Board Performance Reviewers and two roundtable dates for FTSE350 Company Secretaries. Registration is available via our website (please ensure you select the correct session for your role).

Of interest to all working in listed companies

REGULATORY UPDATE

On 24 September, the FCA published the UK Listing Rules (Sustainability Reporting Standards Disclosure) Instrument 2026. 

This creates new comply or explain sustainability-related reporting disclosures which will have to be included in listed company annual reports from January 2028. The changes will align listed companies’ sustainability reporting obligations under the UKLRs with the UK Sustainability Reporting Standards (UK SRS). The FCA also published a policy statement which summarises the feedback the FCA received on its consultation on the draft rules (PS 26/19). The new rules apply to financial years beginning on or after 1 January 2027, and so the first annual reports and accounts containing the disclosures required by the new rules will be published in 2028.

Of interest to those working in corporate governance

REGULATORY UPDATE

The Financial Reporting Council (FRC) has published revised versions of ISA (UK) 250: Consideration of Laws and Regulations in an Audit of Financial Statements and ISA (UK) 270: Special Considerations for Audits of Public Interest Entities, Communicating and Reporting to an Appropriate Authority Outside the Entity together with a handy ‘mythbuster’ on both documents.

The revised standards introduce a clearer risk-based approach to assessing whether non-compliance with laws and regulations could result in a material misstatement in the financial statements. They aim to strengthen audit quality while supporting greater use of professional judgement and reducing reliance on a procedural, checklist-based approach.

The changes improve alignment with the audit risk assessment framework in ISA (UK) 315 and reflect developments in the UK regulatory environment, including the Economic Crime and Corporate Transparency Act 2023. Following consultation, the FRC has expanded the accompanying guidance to improve proportionality, scalability and consistency of application.

For boards and audit committees, the revisions reinforce the importance of effective compliance frameworks, robust internal controls and clear oversight of legal and regulatory risks. Organisations may wish to consider whether existing governance and assurance arrangements provide sufficient evidence to support auditors' assessments in this area.

The standards apply to audits of financial statements for periods beginning on or after 15 December 2027.

Of interest to those working in charity governance

REGULATORY UPDATE

The Charity Commission has updated its guidance on Safeguarding for charities and trustees, reinforcing trustees' responsibilities to protect people who come into contact with their charity.

The guidance emphasises that safeguarding is a core governance responsibility and forms part of trustees' duties to act in the charity's best interests, manage risks effectively and comply with legal obligations. It provides practical advice on governance arrangements, reporting requirements, risk management and responding to safeguarding concerns.

Trustees should ensure safeguarding arrangements remain appropriate to their charity's activities, beneficiaries and operating environment. Boards may wish to review safeguarding policies, reporting procedures and assurance mechanisms to ensure they remain effective and aligned with regulatory expectations.

The guidance serves as a reminder that safeguarding failures can result in significant harm to beneficiaries, reputational damage and regulatory intervention.

Of interest to all working in corporate governance

REGULATORY UPDATE

The October stakeholder newsletter from Companies House covers a number of issues of interest: 

Companies House accounts reforms  
The government has announced that, following the recommendations of the Small Business Regulatory Taskforce, implementation of the requirement for small companies and micro entities to file profit and loss accounts with Companies House from April 2028 will be paused. 
“In practical terms, this means companies will continue to be able to file abridged and filleted accounts (without Profit and Loss data) at Companies House from April 2028. We remain committed to transitioning to software-only filing for accounts and the other technical changes planned for April 2028.”

Fit and proper checks for Authorised Corporate Service Providers now active  
From 7 October, expanded fit and proper criteria apply to all new applications from Authorised Corporate Service Providers (ACSPs). This is an important step towards ensuring ACSPs are suitable to carry out ACSP functions. It considers whether there are matters that call into question an applicant’s, or existing ACSP’s, suitability to carry out those functions. 

Objections to company strike off to be submitted online only from 1 December 2026  
Companies House has announced that, from 1 December 2026, objections to limited companies being struck off the register must be submitted through the online service. Companies House will no longer accept objections by email. 

Companies House have asked that those who regularly submit objections to strike off, make sure they are familiar with the online service ahead of this date. The online service is available now and “makes submitting objections easier, quicker and more secure.” 

Of interest to all working in corporate governance

The Financial Reporting Council (FRC) has published two thematic reviews highlighting good practice and areas for improvement in corporate reporting: one on reporting intangible value drivers and another on financial instruments reporting by corporates. 

The review on intangible value drivers encourages companies to provide a clearer explanation of how assets and capabilities such as technology, intellectual property, innovation, data and specialist expertise support their business model, strategy and long-term performance. The FRC also highlights the importance of explaining material investments in research and development and, where relevant, the accounting treatment of AI-related expenditure. 

The review on financial instruments reporting promotes a principles-based approach to disclosures and encourages companies to focus on material information rather than producing lengthy or repetitive reporting. The FRC identifies opportunities to improve disclosures relating to hedge accounting, expected credit losses and debt factoring arrangements, while emphasising the importance of materiality in financial reporting. 

Together, the reviews provide practical examples of effective reporting and offer insight into areas receiving regulatory attention. Boards and governance professionals may wish to consider whether current reporting adequately explains the drivers of long-term value creation and presents financial information in a clear, proportionate and decision-useful manner. 

Of interest to all working on reporting

On 29 September, the FRC published its annual review of corporate reporting. The FRC’s corporate reporting review team reviewed 248 annual reports this year, of which 46% related to FTSE 350 companies.  The review found that the quality of corporate reporting by FTSE 350 companies has been maintained, while the gap in quality between larger listed companies and other companies is narrowing. The proportion of FRC reviews leading to substantive enquiry letters – that is, where the FRC writes to a company as it needs “additional information or further explanations to help us understand their reporting more fully” - also fell for the second consecutive year, reflecting a positive trend in reporting quality across the FRC’s risk-based sample. That said, it could be argued that 28% is still far too high a figure. The top five areas in relation to which the FRC raised queries were: Cash flow statements, financial instruments, impairment of assets, fair value measurement and revenue. 

The FRC also reports a “significant increase in the number of complaints about potential breaches of reporting requirements. This increase is across the board, rather than relating to any specific type of entity or matter. We are carefully monitoring this trend and how we can make best use of the increased intelligence we are receiving from complainants. We also note that over the last year AI has become much more widely used and some of the complaints appear to have been drafted with the use of AI.”

There is an article on the review from Eversheds Sutherland.

Of interest to all working in corporate governance

The Taskforce on Nature-related Financial Disclosures (TNFD) has published LEAP v2.0, the first major update to its guidance on identifying and assessing nature-related issues since the framework was launched alongside the TNFD recommendations in 2023. 

The LEAP framework, which stands for Locate, Evaluate, Assess and Prepare, is designed to help organisations understand their dependencies and impacts on nature, assess related risks and opportunities, and support nature-related reporting and decision-making. The updated guidance incorporates market feedback and provides additional material on nature-related risk assessment, opportunities, transition planning, environmental crime, invasive alien species, state-of-nature measurement and assessments for financial institutions. 

The revised guidance also aims to improve interoperability with other emerging sustainability frameworks and includes enhanced support for organisations seeking to integrate nature-related considerations into governance, risk management and strategic planning processes. 

For boards, the update serves as a reminder that nature-related risks are becoming an increasingly significant aspect of the wider sustainability, risk and reporting agenda. Organisations with material dependencies on natural resources, ecosystems or biodiversity may wish to consider whether existing governance arrangements are sufficient to identify, oversee and respond to these issues as stakeholder and regulatory expectations continue to evolve.

Of interest to all working in the corporate sector, especially in listed companies

REGULATORY UPDATE AND CPD OPPORTUNITY

On 29 September, the FRC published its latest annual review of corporate reporting.  

The review found that the quality of corporate reporting by FTSE 350 companies has been maintained, while the gap in quality between larger listed companies and other companies is narrowing. The proportion of FRC reviews leading to substantive enquiry letters also fell for the second consecutive year, reflecting a positive trend in reporting quality across the FRC’s risk-based sample.

The review identifies cash flow statements, financial instruments, impairment of assets, fair value measurement and revenue as the most common areas where substantive questions were raised during the year. 

Looking ahead, the FRC highlights the need for companies to prepare for significant forthcoming reporting developments, including implementation of IFRS 18, revisions to FRS 102 and the introduction of Provision 29 of the UK Corporate Governance Code relating to material internal controls.

On 10 December, Maureen Beresford Director, Corporate Governance and Stewardship at the Financial Reporting Council, will be joining us for a lunchtime webinar on the Annual Corporate Governance review.

Of interest to all working in charity governance

The Charity Commission has recently issued an official warning following an inquiry into The Schwarzschild Foundation and launched a statutory inquiry into ADAPT (North East). The cases highlight the regulator's continued focus on trustee accountability, governance effectiveness and the proper management of charities. 

While the cases concern individual organisations, they serve as a reminder that trustees remain responsible for ensuring effective governance, managing conflicts, maintaining appropriate controls and protecting charitable assets. Regulatory intervention continues to focus on organisations where governance failures risk undermining public trust and confidence. 

Boards may wish to use these cases as an opportunity to review their own governance arrangements and assurance processes.

Our friends at the Investor and Issuer Forum have asked us to draw members attention to some of their upcoming stewardship events:

Index Investor Showcase: Vanguard
10:00AM-12:00PM | 19 November | Hybrid

An exploration of Vanguard’s Investment Stewardship approach, including company engagement, voting responsibilities and the development of its Global Investor Choice Programme.

In person at the Wellcome Trust or online. Register at I&IF Index Investor Showcase: Vanguard

Inside the Voting Ecosystem
A series of virtual showcases exploring the organisations, policies and technologies shaping shareholder voting, and what these changes mean for UK companies.

Pennant | 17 November | Register Here

A technology platform helping institutional investors use AI to analyse shareholder proposals, apply their own voting policies and manage stewardship decisions.

Stewark | 24 November | Register Here

A technology platform using AI to help investors make more informed, policy-led voting decisions and strengthen their approach to corporate governance.

For more information and to view all upcoming events, visit the Investor and Issuer Forum website.

And finally, some articles that may be of interest to members:

AI - AI literacy for board directors: seven rules for using AI tools safely: A blog from Stephenson Harwood. 

AI - The Interaction of Data Privacy and AI: OK – so this isn’t exactly reading, but as organisations accelerate the adoption of artificial intelligence, boards face increasing challenges in balancing innovation with legal, ethical and regulatory obligations. This podcast from Slaughter and May explores the interaction between AI and data privacy, including governance considerations relating to data use, accountability, risk management and compliance with evolving regulatory requirements.

The discussion provides useful insights for boards and governance professionals overseeing AI deployment and considering how existing governance frameworks can support responsible and effective use of emerging technologies.  

Charity - Trustees' annual report 2026: What the updated Charity Commission guidance requires: An update from Browne Jacobson on the Charity Commission’s updated safeguarding guidance. 

Charity - Good financial record keeping: an article from Morton Fraser MacRoberts looking at the recent report Learning from OSCR's Inquiries: Good financial record keeping for charities from the Office of the Scottish Charity Regulator.

CSOP becomes EMI2: one of the more interesting elements of the Autumn Budget 2026 for governance professionals were the changes to share plans. Lewis Silkin and Slaughter and May have published articles on the changes. 

Dieselgate: More than a decade after the Volkswagen emissions scandal first emerged, the High Court handed down a substantial judgment in one of the largest product liability and group litigation disputes ever brought before the English courts. DAC Beachcroft has published an article examining the judgment. 

Provision 29: A briefing from Slaughter and May looking at the question of Cyber Risk in terms of provision 29 reporting and from Baker McKenzie analysing the FRC mythbuster. 

Subsidiary governance - When does a parent company director become a de facto director of a subsidiary?: a litigation note from Herbert Smith Freehills Kramer following the recent High Court decision in Garden House Software Limited v Marsh and Ors [2026] EWHC 2184 (Ch).

Succession planning - The Reluctant Heir: Rethinking Succession When the Next Generation Says No: an interesting article from BDO of interest particularly to those working in family-owned companies. 

Sustainability reporting - The UK's new ISSB-based sustainability reporting rules for listed companies: a blog from Freshfields. 

Regarding further reading, it would be remiss of me not to mention the CGIUKI blog and other articles published in October:

2 October - Comment: Why speaking up is important for governance professionals
6 October - First identity check convictions carry a warning for every board 
8 October - Comment: AI and accountability – who is responsible?
12 October - Comment: Black History Month, reclaiming narratives and making governance visible
26 October - From the CEO: Navigating the new governance landscape
27 October - Comment: The secrets of an award-winning governance team