Technical Briefing October 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 Companies House will provide clear advice about when they will need to do it.

For more information, read the guidance on when to verify. 

There are legal updates on IDV from: Bristows, Browne Jacobson, Gowling WLG, Mercator by Citco, Osborne Clarke, Shoosmiths, Stephenson Harwood and Wedlake Bell. Hogan Lovells have also produced an interesting article focussing on the changes from the perspective of pension trustees. 

There are two useful articles on the new ‘failure to prevent fraud’ offence from Gowling WLG, one general and one recommending next steps for businesses. There was also a very clear article on this topic from Wikborg Rein and one from Mishcon de Reya specifically on how the failure to prevent fraud offence raises the stakes on greenwashing.

ECCTA also included a requirement that a limited company use an “appropriate address” for its registered office. Wedlake Bell have published a salutary article on the implications of a company having failed to comply with this obligation. I think this has to be my personal ‘Governance Court case of the month’. Oliver Elliott and Selbourne Chambers have also published on the same case. As always, for governance geeks like myself, who insist on going back to source documents, here is the relevant case. 

Devonshire’s have published a general article on ECCTA looking at the issues for company secretaries. 

Of interest to all those working in corporate reporting, especially in smaller listed and quoted companies

REQUEST FOR MEMBER SUPPORT

Our friends at the FRC are looking for companies interested in participating in the first round of their streamlining corporate reporting sandbox project.

The FRC's Improvement and Innovation Hub has launched its sandbox project to support companies in streamlining their annual reporting processes whilst maintaining regulatory compliance.

They are seeking companies to work with them one-to-one to identify streamlining opportunities in annual reporting. This confidential, voluntary programme offers:

- Personalised guidance on reporting challenges 
- 1-year exemption from Corporate Reporting Review selection 
- Direct input into shaping future reporting practices

Ideal for: Listed companies outside financial services/highly regulated sectors who can commit ~30 hours between October 2025-January 2026. Priority may be given to smaller and AIM-quoted companies in this first cohort.

Please contact the FRC direct at [email protected] if this is of interest. 

Of interest to all working in charity governance

NEW REGULATION

The revised Charity Governance Code will be published in early November 2025, offering boards a stronger framework for accountability, strategic clarity, and resilience. It retains its seven core principles but raises expectations around leadership, transparency, and inclusivity. Boards must embed ethical decision-making and stakeholder-focused governance across operations.

The revised code highlights digital and data risks, including cybersecurity, AI, and data protection, alongside climate and financial resilience. Trustees must integrate these into strategy and engage meaningfully with stakeholders. The code promotes continuous improvement, evidence-based decisions, and clear impact reporting. It positions governance as a practical tool for ethical, sustainable, and high-impact charitable leadership.

Of interest to all working in stakeholder governance 

Our friends at the Investor & Issuer Forum have published the dates of their forthcoming Investor Showcase series - a key strand of their work to support more open and effective dialogue across the investment chain. Notice is rather short, in fact the first of these, a proxy adviser showcase with ISS, Glass Lewis, The BPP Principles & Oversight Committee, and the Investor Forum (on how Investors use proxy advisors) took place today.

Future sessions are:
•    Proxy Advisor Showcase – Part 2: Thursday 16 October, 12:30–2:30pm
Hear from: PIRC, Minerva, IVIS, EOS Hermes

•    Asset Owner Showcase: Tuesday 11 November, 12:00–1:30pm
Hear from: Railpen, USS, Nest

•    IF Investor Showcase: Wealth Managers – Wednesday 3rd December, 12:00–2:00pm
Hear from: RBC Brewin, Rathbones, Quilter Cheviot, Evelyn (tbc)

Of interest to all working in Academy Trust governance

The Department for Education has released a set of Effective Governance Resources to support school governing bodies, academy trust boards, and governance professionals. 

Developed with sector experts, the materials offer practical guidance on strategic leadership, board reporting, governance structures, and stakeholder engagement. The resources aim to strengthen governance by promoting ethical, accountable, and sustainable practices across schools and trusts.

Of interest to all working in filings

• The latest Companies House newsletter covers: 
  from 13 October 2025, you'll need to use GOV.UK One Login to access your Companies House WebFiling account.
• make sure your registered email address is correct
• Companies House tackles company cloning by removing fraudulent companies from the register. So far, over 2,895 fraudulent appointments and 965 companies have been removed from the Companies House register.
• Take part in surveys on data protection guidance for small businesses. 

The Information Commissioner's Office (ICO) is inviting organisations to share their views on updates to guidance following the introduction of the Data Use and Access Act.

The ICO has released surveys which relate to different pieces of draft guidance:

•    ICO consultation on draft complaints guidance for organisations

•    ICO consultation on draft changes to how we handle data protection complaints

•    ICO consultation on draft recognised legitimate interest guidance

Of interest to all those working on modern slavery reporting 

On 30 July 2025, the Home Office published an optional template to help organisations meet modern slavery, forced labour, and child labour reporting requirements across the UK, Australia, and Canada. The template allows multinational companies to produce a single report addressing core obligations while remaining responsible for complying with each jurisdiction’s legislation and deadlines.

It adopts a risk-focused approach, emphasising material human rights impacts over reputational or financial risk, and organises disclosures into governance, policies, risk management, due diligence, remediation, employee training, and effectiveness assessment. A two-tier structure distinguishes level 1 core requirements from level 2 enhanced disclosures, promoting progress, leadership, and supply chain transparency.

The template reflects global trends towards proportionate, comparable, and decision-useful reporting, providing a practical tool for harmonising compliance across multiple jurisdictions.

Of interest to all working in FTSE 350 companies or the top 50 private companies 

The Department for Business and Trade has written to FTSE 350 companies and the top 50 private companies asking that they submit data on the ethnic diversity of their Board at the end of 2025 and complete an Ethnic Diversity Voluntary Census. As these requests have a habit of getting lost within companies, I thought it might be helpful to post the relevant links. 

Of interest to all responsible for making dividend payments

The London Stock Exchange has published its 2026 Dividend Procedure Timetable. As the announcement states, “in accordance with Schedule 3 of the Admission and Disclosure Standards … and AIM Rules 24 and 25 … a dividend timetable, which follows the guidelines set out in the Dividend Procedure Timetable, need not be notified to the Exchange in advance, provided the announcement of the dividend includes:

• dividends are stated as gross (unless stated otherwise)
• record and payment dates; and
• availability of any Scrip dividend, DRIP or dividend currency option, together with the election date.”

Of interest to all working in Corporate Governance

Over the summer, the Institute responded to four UK Government consultations that will shape the national framework for sustainability reporting and assurance. These covered the proposed UK Sustainability Reporting Standards (UK SRS), climate transition plan disclosures, third-party assurance of ESG information, and the Financial Reporting Council’s draft guidance on sustainability assurance.

The Department for Business and Trade set out a UK-specific disclosure framework based on the ISSB baseline. The Department for Energy Security and Net Zero consulted on how organisations should report their climate transition strategies. A second DBT consultation examined the role of independent assurance and proposed a voluntary registration regime for assurance providers. The FRC’s draft guidance supported these reforms by outlining expectations for assurance quality and consistency, under the future oversight of ARGA (although see below).

The government adopted a profession-agnostic approach to assurance. This reflects the reality that sustainability assurance requires expertise across climate science, governance, social impact, and finance. Restricting assurance to statutory auditor risks reducing it to a compliance exercise. ARGA plans to open the market to ESG consultants, scientists, and engineers, aligning the UK with international standards such as ISSA 5000 and ESRS.

To maintain quality, ARGA must set clear eligibility criteria and technical standards. A tiered accreditation model would allow providers to register by area of expertise. A public register should disclose qualifications, specialisms, and disciplinary history. Registering both individuals and firms will ensure accountability and reflect the collaborative nature of assurance work.

In this context recognising providers across UK SRS, TCFD, and ESRS frameworks will improve comparability and support UK competitiveness, particularly under the EU’s CSRD. Interim certification may be necessary until ARGA’s regime becomes fully operational. The current non-audit services cap for Public Interest Entities may discourage auditor participation; excluding voluntary sustainability assurance from this cap would help expand capacity.

ARGA must balance education and guidance with risk-based enforcement. The FRC’s draft guidance highlights the importance of materiality and the link between sustainability and financial reporting, but it needs to offer clearer direction for SMEs and private companies.

The UK now has the opportunity to lead. A well-designed, inclusive assurance regime—anchored in UK SRS and aligned with international standards—can raise global expectations, strengthen investor confidence, and embed sustainability into corporate governance. Success depends on coherent implementation across registration, standards, enforcement, and professional development. The UK must build a trusted, decision-useful reporting system that supports sustainable performance and secures its position as a global leader in ESG disclosure.

There is an interesting article from Slaughter and May on mandatory transition planning. 

Of interest to all working in Corporate Governance

In parallel, these are other developments on the ESG front in the UK. The UK Transition Finance Council, backed by the Government and the City of London Corporation, has closed its consultation on draft guidelines. Final guidance is due in March 2026. The framework aims to direct capital to organisations with credible net-zero plans, aligning with UK and international standards. It signals growing pressure on high-emitting sectors to show not just ambition, but clear, accountable paths to decarbonisation.

Of interest to all working in Corporate Governance

The Government has decided not to pursue a UK Green Taxonomy, following limited support in consultation responses. HM Treasury concluded that a taxonomy would not be the most effective tool for driving the green transition. Instead, it will focus on corporate transition plans, new UK sustainability reporting standards, and sector-specific roadmaps.

This marks a shift away from the EU’s approach, where the Commission has recently streamlined its taxonomy. The UK now favours more flexible, pragmatic tools over prescriptive classifications. While the decision eases short-term compliance for firms, it raises questions about how the UK will maintain international comparability in sustainable finance.

Of interest to all working in Corporate Governance

In July 2025, the FCA published Policy Statement PS25/9, setting new rules for UK market admissions from 19 January 2026. These replace the EU-derived Prospectus Regulation and introduce the UK’s own Prospectus Rules and Public Offers framework.

The reforms reduce disclosure and approval burdens to improve market efficiency, while introducing targeted sustainability disclosures, including climate-related information and transition plans. The rules also create a safe harbour for forward-looking statements, giving issuers greater legal clarity.

By combining streamlined procedures with stronger ESG transparency, the FCA aims to make UK capital markets more efficient and more useful for investor decision-making.

Of interest to all working in Corporate Governance

Sustainability has taken a leading role not just in the UK but also in Europe, with several major developments unfolding in recent months.

As part of the European Commission’s Omnibus simplification initiative, EFRAG has launched a consultation on revised European Sustainability Reporting Standards, closing on 29 September 2025. The updates aim to ease CSRD reporting by cutting mandatory datapoints by 57%, removing voluntary disclosures, and simplifying structure and language. Final standards are due by 30 November. The changes reflect a more pragmatic EU approach, balancing investor needs with reporting capacity and shaping future alignment with global frameworks.

Of interest to all working in Corporate Governance

EFRAG has launched its State of Play portal to track CSRD reporting since companies started reporting on it in 2025, publishing 656 company disclosures and a review. The findings show uneven coverage: most firms reported on climate, workforce, and conduct, but few addressed all ten ESRS topics. Transition plans lacked detail, Scope 3 commitments were limited, and stakeholder engagement was minimal. Biodiversity, carbon pricing, and human rights remain weakly reported. EFRAG’s review highlights early progress but exposes gaps in consistency and comparability across the regime.

Of interest to all working in Corporate Governance

On 30 July 2025, the European Commission adopted its Recommendation on voluntary sustainability reporting for non-listed SMEs. EFRAG developed the new Voluntary Standard for SMEs (VSME) to help smaller firms respond to information requests from CSRD-regulated companies and financial institutions.

This standard differs from the separate proposal under Omnibus I, which will limit what CSRD firms can request from companies with fewer than 1,000 employees. Together, these measures aim to ease reporting pressure on SMEs while maintaining transparency across CSRD value chains.

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

FRC Enforcement – A Year in Review 2024/2025: Linklaters has published its review of the FRC’s 2024/25 enforcement activity, highlighting a year of consolidation. The FRC streamlined its caseload, adopted a more pragmatic approach, and focused on meaningful improvements across the profession, showing resilience amid ongoing audit and governance reform. 

High Pay Centre annual analysis of FTSE 100 CEO pay: The High Pay Centre has published its annual analysis of executive pay in the FTSE 100, highlighting trends in remuneration levels, incentive structures, and governance practices. The report shows growing stakeholder scrutiny of how senior leaders are rewarded. 

Pro-worker AI innovation strategy: The TUC has proposed a pro-worker AI innovation strategy, including measures to protect workers as AI adoption grows. It calls for safeguards on employment conditions, fair oversight, and active worker involvement in AI-driven workplace changes.  

How a charity should deal with a legacy dispute: An article from Slee Blackwell Solicitors looking at new charity commission guidance on taking legal action.

PISCES: A New Approach to Private Company Share Trading: An interesting article from Bird and Bird. 

Share dilution limits: A blog from Freshfields on how FTSE 100 companies are reacting to the Investment Association’s new 10% share dilution limit.

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 are further articles from: Charles Russell Speechlys, DAC Beachcroft, Lewis Silkin, Matheson and McCann Fitzgerald. 

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

2 September - Comment: “Subsidiary boards must get ready before the regulator calls”
9 September - Likes can fall fast. Is your social media governance ready?
11 September - Workplace relationships: time to review your policies?
12 September - Comment: "Black Excellence in Governance changes everything"
22 September - Politics, ice cream and subsidiary governance
23 September - Comment: "My role in advancing Agentic AI initiatives at Citi"
30 September - From the CEO: It is an immense privilege to begin my role as your new Chief Executive