Governance Readout
April 2026

Under the UK Listing Rules (“UKLRs”), the Financial Conduct Authority (“FCA”) has released amendments to the notification requirements for share buybacks that came into effect at the end of February.

With effect from 27 February 2026, companies listed within the equity shares (commercial companies) category or the closed-ended investment fund category no longer need to notify an RIS by 7.30am on the following day after a purchase of own shares. Under new UKLRs, purchases must be notified by no later than the end of the seventh daily market session following the purchase.

This amendment now ensures that the notifications requirements are in line with the safe harbour for buybacks found within the UK Market Abuse Regulation, that permits notifications of buybacks that occur throughout a week to take place in a single notification.

Computershare’s view

We have supported a number of our clients in the transition to the new requirements, and they are now making weekly aggregated notifications in place of daily notifications. The FCA has stated that issuers may continue to announce on a daily basis should they wish, to maintain transparency.

The FCA has published a quarterly consultation paper that includes a number of proposals regarding notifications required under the UK Listing Rules when companies issue further shares. The FCA is also proposing various minor changes to the prospectus rules in relation to the admission to trading on a regulated market source book (“PRM”).

Listing Rules

Within PRM 1.6.4R listed companies must make a market announcement regarding the admission of new shares for trading within 60 days of admission. Yet, under listing rule 6.4.4R(4) they are also required to announce the results of any new issues of shares as soon as possible. It has been recognised by the regulator that the two differing deadlines for the same issuance are unintentional and disproportionate and therefore they are proposing to remove the requirement within the listing rules and retain the PRM requirement for notification to be made within 60 days.

Pending the formal rule changes, the FCA has released a forbearance statement confirming that they will not be enforcing UKLR 6.4.4R(4).

PRM

There are several proposed changes to the PRM which include:

• The exemption for a prospectus where shares are being allotted to directors/employees will be amended to make clear that a listed company cannot use this exemption when raising new funds and an allotment to such a group is for the purposes of onward transfer to a third party.
• Currently protected forward-looking statements require an accompanying statement to appear immediately alongside, however the FCA is proposing that such accompanying statements appear near to one instance of the forward-looking statements rather than being repeated throughout a prospectus.
• The rule which requires a prospectus to be published at least three days prior to the end of the offer period will be updated to clarify it only applies to IPOs involving retail participation.

The consultation for PRM changes was open until 20 April, whereas listing rule changes was only open for a fortnight following the consultations publication.

The latest FTSE Women Leaders Review, was published in February 2026, setting out progress in delivering gender balance across the FTSE 350 and also 50 of the largest private companies. The UK remains the leader in female representation in senior business roles, with women now holding 43% of FTSE 350 board positions and 36% of leadership roles. The latest review confirms that 88% of FTSE 350 companies are at or close to the 40% of female board representation – with 68% exceeding it.

Despite the good progress noted above, there remains work to be done when looking at the most senior executive roles where women only occupy one in six executive positions:

• 17% of chair roles
• 8% of CEO roles
• 21% of CFO roles

The report overall shows that recent progress has stabilised and highlights a continuing need to accelerate progression in key decision-making roles.

The Parker Review Committee has published its latest report on progress towards improving ethnic diversity in the senior management of UK companies. The report sets out progress made against the Parker recommendations as of December 2025 on representation on boards and senior management teams.

Following on from the GC100 virtual meeting guidance we covered in our February Governance Readout, the Quoted Companies Alliance (QCA) has released their guidance for growth companies on holding virtual shareholder meetings.

This report looks at the legal and policy issues around growth companies holding a virtual meeting and provides some analysis on small and mid-cap market trends during the 2025 season. Within the reports annex, readers can see an overview of good practice when utilising technology for a shareholder meeting.

The report identifies that, as we have discussed before, s.311 of the Companies Act 2006, which requires a ‘place of meeting’ needs clarification and that it is understood that the UK Government is preparing to review this and permit virtual meetings as part of their 2026 modernisation of corporate reporting reforms.

It also identifies several practical concerns for small and mid-cap companies including:

• the cost of virtual and hybrid meetings often being prohibitive for smaller companies,
• the volume of shareholder engagement varies, and
• virtual solutions may provide limited improvements for effective shareholder engagement.

The QCA identifies that good practice for holding digitally enabled shareholder meetings requires clear pre-meeting communications, ensuring that those attending have the same participation rights as online attendees. Boards and governance professionals should undertake advanced preparation and be transparent when handling shareholder questions including a post-AGM Q&A summary.

Computershare’s View

Based on our experience of supporting over 1,000 virtual meetings across the world in 2025, we have identified some key actions that governance professionals and issuers more broadly should be considering/doing if they are planning a virtual or hybrid meeting.

1. Foster meaningful engagement between investors and the board through effective use of technology
   1. Use live video for the board and chair wherever possible. Seeing the board, especially the chair helps remote shareholders feel connected to the meeting and enhances transparency.
   2. Enable real-time participation for online attendees. Features such as written Q&A, live chat, or moderated question submission allow shareholders to engage meaningfully, even from a distance.
   3. Consider audio/video participation where appropriate. If the platform allows shareholders to be both ‘heard and seen’, make this clear in advance so participants understand the nature of the interaction.
   4. Provide subtitles or closed captioning where feasible, in order to make the meeting more accessible and inclusive.
2. Communicate clearly and proactively with shareholders
   1. Provide straightforward and prominent instructions on how to access and participate in the meeting. Include these in the Notice of Meeting, forms of proxy, and any shareholder circulars to minimise confusion on the day.
   2. Explain the online meeting features in plain language. Let shareholders know about options such as live voting, real-time Q&A, the ability to view the livestream, and any technical requirements (e.g. browsers, device compatibility).
   3. Set expectations in advance. Clarify how questions will be managed, how the chair will moderate participation, and whether answers to submitted questions will be published after the meeting.
   4. Reassure shareholders that rights remain consistent across physical, hybrid and fully virtual formats.
3. Invest time in preparation and rehearsal
   1. Ensure thorough training on the platform for the board, company representatives and third-party providers. A pre-meeting run through helps identify and address potential technical or procedural issues.
   2. Test all technology in advance. This includes the livestream, voting systems, back-end controls and any communication channels being used for Q&A.
   3. Have contingency plans ready. Prepare backup devices, alternative connectivity options and clear protocols in case the chair or another key participant loses connection.
4. Ensure alignment with institutional investors and proxy advisors
   1. Clearly articulate the safeguards the company plans to implement such as transparent meeting procedures, real-time interaction opportunities, formal mechanisms, shareholder questions, and compliance with local regulations.
   2. Assure shareholders that virtual-only meetings will only be convened in the case of extraordinary circumstances that necessitate restrictions on physical attendance.
   3. Proactively engage with institutional investors and proxy advisors to identify any risks and mitigate any negative reactions before they escalate.

For more information, the Georgeson Corporate Governance team has produced a client memo examining the evolving landscape of AGM meeting formats across Europe, with a particular focus on the growing discussion around virtual-only AGMs. Growth companies listed in the AIM Market should expect a more attractive market, with regulatory reform and innovation strengthening the index.

The Australian Securities and Investments Commission (ASIC) has published a consultation on new measures that aim to strengthen corporate transparency by improving investor visibility of who ultimately owns/controls entities listed on Australian financial markets. Including through the better disclosure of interests for those who hold equity derivatives.

ASIC’s proposed measures arise in response to amendments to existing treasury laws, which also aimed to enhancing beneficial ownership disclosure obligations. The consultation was open until 21 April.

Computershare’s View

The proposed measures put forward by ASIC demonstrates the global importance that is seen in understanding who the real owners of assets listed on financial markets are. Within the UK we are continuing to see this with the recent work under the Economic Crime and Corporate Transparency Act with identify verification and the planned changes the Act is going to introduce to the register of members. We have also recently been engaged by the UK Home Office who under their anti-corruption initiatives are looking at potential enhancements to a number of registers of asset ownership with an aim of improving transparency.

The Jersey Government has adopted the Companies (Jersey) Amendment Law 2026 which is scheduled to come into effect in June this year. The changes will have implications for Jersey-based private companies and those listed on an approved overseas exchange.

The amendment aims to modernise Jersey’s already business-friendly company law regime, reduce unnecessary administration, and align elements of the territory’s company law with broader market practice and international standards.

The amendments which are grouped about seven key themes represent the first major updates to Jersey company law since 2014. Several of the key themes and notable amendments to the Companies (Jersey) Law 1991 are:

• Flexibility
  The amendments will remove the need for public companies to have at least two members and the ‘30-member rule’, which will mean that private companies can remain so even if they have more than 30 members. Companies also no longer need to specify a maximum authorised share capital, therefore bringing par value companies in line with no par value companies. The amendments also provide directors with further indemnification for their actions while performing their duties and permits class rights concepts.

• Clarification
  The amendments continue to specify that legal personality continues, and a Jersey company is deemed the same corporate body as the foreign entity. They confirm what counts as a ‘special resolution’ for statutory filing purposes.

• Simplification
  Company administration burdens are being reduced by permitting transfers of shares by any method permitted by articles (not just written instrument), enabling directors to rectify manifest errors without a court order. This applies to companies listed on certain approved overseas exchanges allowing a reliance on overseas audited accounts, removal of the headcount test for scheme of arrangements.

• Digitisation
  There is now a provision for electronic seals, share transfers, share certificates and participation in meetings, which can be held by any means including electronically – so long as those that participate can communicate with each other and their participation constitutes a presence at the meeting.

• Competitiveness
  Tools found in other international jurisdictions including ‘merger relief’ as found in UK Company Law, express authority to make capital contributions in consideration for shares and direct voting will be introduced.

The UK Government has confirmed its decision to endorse the first two IFRS Sustainability Disclosure Standards (IFRS S1 and IFRS S2) and issue them as UK Sustainability Reporting Standards (UK SRS S1 and UK SRS S2) for voluntary use. The government emphasises that the UK aims to be a world leader in sustainable finance, ensuring high‑quality, decision‑useful information for investors. The UK SRS are designed to maintain strong international alignment, keeping disclosures consistent with global practice while introducing only targeted amendments suited to the UK context.

The response confirms that the final UK SRS incorporate certain amendments following feedback from stakeholders, advice from the UK Sustainability Disclosure Technical Advisory Committee (TAC), and the UK Sustainability Disclosure Policy and Implementation Committee (PIC). These adjustments reflect both the UK’s policy priorities and updates made by the International Sustainability Standards Board (ISSB) in late 2025. The government stresses that the introduction of the standards supports better comparability, reduces unnecessary burdens for preparers, and provides a more robust baseline for sustainability‑related financial reporting. The standards were published on 25 February 2026 and are now available for any organisation to adopt.

Computershare’s View

We have reviewed the guidance published by the UK Government and below are the actions we believe governance professionals should be taking.

1. Assess readiness for voluntary adoption
Conduct a gap analysis comparing current sustainability and climate disclosures with the requirements of UK SRS S1 and S2. Identify capability gaps in data collection, controls, reporting processes, and assurance readiness.

2. Align internal reporting frameworks
Update internal reporting frameworks to ensure governance, risk management, and strategy disclosures reflect the structure and expectations of the new UK SRS. Strengthen cross‑functional collaboration between finance, sustainability, legal, and risk teams to ensure disclosures are consistent, decision‑useful, and aligned to IFRS‑based terminology and concepts.

3. Prepare for future mandatory requirements
Although adoption is currently voluntary, the government signalled that evidence from this consultation will inform decisions on whether the UK SRS should become mandatory in the future. Governance professionals should therefore build internal roadmaps, prioritising improvements to controls, data governance, and scenario analysis capabilities to ensure their organisation can scale quickly should requirements tighten.

4. Strengthen board oversight and training
Ensure boards and relevant committees understand the changes and the implications for strategic reporting. Provide targeted training on UK SRS, the role of the ISSB standards, and evolving sustainability assurance expectations.

5. Engage stakeholders early
Communicate with investors, auditors, and internal stakeholders to understand expectations around voluntary adoption and how the organisation’s approach aligns with emerging market practice. Early engagement will help shape disclosure priorities and identify where enhanced transparency could build trust.

The Financial Reporting Council’s (FRC) March 2026 guidance emphasises that high‑quality “comply or explain” reporting is essential for effective UK corporate governance. It underscores that a well‑reasoned departure from the UK Corporate Governance Code should not be viewed as a governance failure, but rather as evidence of thoughtful, circumstance‑specific decision‑making. The FRC highlights that an overly rigid, box‑ticking approach where companies claim compliance even when an alternative approach is more appropriate produces boilerplate disclosures that fail to provide meaningful insight into governance practices. Investors and corporate governance professionals are encouraged to recognise that transparent explanations can be a positive indicator of board maturity and accountability.

The updated guidance challenges the culture of suspicion around Code departures and calls for clearer, more transparent explanations that genuinely inform shareholders and stakeholders about governance decisions. As reporting seasons evolve under the revised Code, the FRC reinforces that quality explanations should articulate why a departure was necessary, how it better serves the company’s strategic context, and what governance outcomes it supports. This reframing is part of the FRC’s broader effort to improve the integrity and usefulness of corporate reporting in a period of heightened expectations around internal controls, risk management, and outcomes‑focused disclosure.

Computershare’s View

The FRC has expressed a desire for investors and advisers to treat departures from the Code with less suspicion. Governance professionals should ensure they focus on the quality of explanations, which must be easy to locate, precise and informative. The FRC views vague or boilerplate statements as an erosion of transparency and has a growing focus on strengthened internal controls and outcome-focused reporting – as has been demonstrated by their communications. Some practical steps for governance professionals as they prepare to publish their annual report from our perspective include:

• Strengthening the quality and clarity of explanations
  Explicitly identify any Code provisions that your organisation is departing from and provide a clear rationale for the departure explaining the risks and mitigations and any timelines for returning to compliance.
• Reframe internal governance discussions
  Work with the Board and Committees to ensure that there is a focus on governance effectiveness and not simply meeting Code requirements. Build processes that allow teams to describe how governance practices support strategy and stakeholder outcomes.
• Enhance transparency and accessibility
  Make compliance statements prominent, structured and unambiguous and review the annual report from the perspective of an investor – does it tell your governance story clearly?
• Prepare for heightened expectations
  Ensure your internal control frameworks and documentation align to the Provision 29 expectations, and start early as investors and the FRC expect evidence of preparation and clear articulation of internal control effectiveness. For more information on how to comply with Provision 29, please see our Provision 29 guidance.
• Embed transparency over optics
  Encourage your boards and committees to see explanations as opportunities for thoughtful governance rather than admissions of weakness. Work with report writers and the wider governance team to embrace the flexibility the Code provides to articulate your governance decisions with confidence.

It’s worth being aware that the purpose of a proxy advisors benchmarking policy is to ultimately flag areas of non-compliance by issuers, so that investors can be alerted and, should they wish, undertake more in-depth assessments to inform their own engagement. Governance professionals and the boards they are advising must always remember that when developing their annual report, the proxy advisors are a key stakeholder.

The UK Government has published its response to the consultation conducted in 2025 considering the introduction of mandatory ethnicity and disability pay gap reporting. It is confirmed that a new requirement will be introduced for large companies that are already in scope for gender pay gap reporting.

The government’s response sets out details of the new reporting regime which will include:

• Those in scope will have 250 or more employees in Great Britain, which mirrors the gender pay gap reporting.
• Data points disclosed will align with six measures already used for gender pay gap reporting including the mean difference in average hourly pay, percentage of employees in each of the four pay quartiles, and percentage of employees receiving bonuses.
• A breakdown will need to be provided of the organisation’s workforce by ethnicity and disability status, and include the percentage who haven’t disclosed their status.
• Action plans will need to be published on improving workplace equality for in scope employees.

The response by the government includes draft legislative clauses what will be inserted into the Equality Act 2010. There is currently no indication on when the new reporting requirements will come into force.

The UK Government has published updated statutory guidance on the meaning of “significant influence or control” over companies in the context of the regime for people with significant control (PSCs). The purpose of the guidance is to assist with identifying when a person has significant control over a company under certain criteria.

The changes to the guidance are principally stylistic or technical to reflect recent changes made by the Economic Crime and Corporate Transparency Act 2023, including the abolition of “local” PSC registers.

The Georgeson corporate governance team has analysed the FTSE 350 remuneration report votes from January to March 2026.

32 FTSE 350 companies held their AGM, and none of these issuers received more than 20% opposition to the approval of their remuneration reports.

This is only the second time that this has happened in the past 10 years.

If you would like to have access to the memo, please contact Nicholas Laugier.

Reuters reports that activist investors are expected to intensify campaigns across Europe this year, with US‑based funds increasingly targeting companies amid relatively low European valuations. The data show that American activists accounted for 35% of public campaigns in Europe last year, with the UK, Switzerland and Germany among the main targets. It adds that more than 140 European companies could face public shareholder activism over the next 18 months as US investors seek performance improvements. Read more

T+2 to T+1 settlement

Computershare is proactively preparing for the upcoming transition to a faster T+1 settlement cycle, which will apply to all European, UK and Swiss issuers and their participants from 11 October 2027.

What is T+1 and why is it happening?

T+1 settlement means that when a security is bought or sold, the full transaction share delivery and payment must be completed by the next working day. This accelerated timeline is being introduced to enhance market efficiency, reduce exposure to risk, and deliver a smoother experience for all market participants.

What’s next?

We have extensive experience and knowledge from delivering changes in settlement cycles in previous years and in different markets. To support a seamless transition and ensure we help you understand how our products and services will continue to meet the needs of your organisation, we are conducting a full assessment of the impact on the services we provide to clients and shareholders (including employee share plan participants).

To learn more about what impacts these changes may have to your processes associated with share buybacks and dividends, you can keep an eye on the Governance Readout and our industry updates.