Governance Readout

The GC100 has published its guidance for virtual meetings ahead of the 2026 AGM season.

Guidance has been drafted recognising that each organisation is different and lays out eight provisions for companies to consider.

The provisions cover everything from ensuring that your organisation is promoting engagement, dialogue and transparency throughout the virtual meeting and how it shouldn’t be used to limit attendance or a shareholders’ ability to engage, to ensuring that appropriate information is available online and within the notice of meeting. It also discusses how directors attending should be able to be seen and heard when asked a question or responding to one, that the ability to offer audio submissions of questions in a virtual environment should be permitted and that the chair should lay out early during the AGM how questions will be addressed.

The group also recognise that the UK government has a broad digitisation agenda which provides an opportunity for reform of shareholder meetings. The GC100 continues to engage with government on this subject.

Computershare’s views

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.

19 January saw the new prospectus regime come into force. While prospectuses remain a key element of the UK’s IPO market, for secondary capital raises the threshold for requiring a prospectus has now changed from 20% to 75% of the issued capital of a company. Listed companies can now issue shares (cash or a consideration on acquisition) more easily than before.

The new rules also permit a simplification of the content in a prospectus for a secondary issuance when one is needed and allows issuers to produce a voluntary prospectus (approved by the FCA) where they feel it is appropriate. If, however, the proposed issuance includes securities being offered more broadly than just existing investors then a prospectus may still be required.

The rules have also removed the further issuance and block listing application processes, therefore under the new regime an application at the time of the initial listing will cover future issuances of the same class of security, but companies will need to still apply to the likes of the London Stock Exchange to have the new securities admitted for trading.

It should also be noted that under the updated rules, the FCA can only now require a prospectus where trading on the securities is not limited to qualified investors (where retail investors can participate). In these instances, the regulator will require an MTF admission prospectus which they hope will allow broader participation in AIM IPOs.

The London Stock Exchange has published updates to its Admission and Disclosure Standards (for companies on the main market) and AIM Rules for Companies (for companies on AIM) to align with the new prospectus regime.

Herbert Smith Freehills Kramer has published a helpful two page review of the rule changes.

Companies House has updated the implementation timeline for elements of the Economic Crime and Corporate Transparency Act (ECCTA). Previously they had planned that new rules would be introduced in Spring 2026 for those that submit information to Companies House (aka ‘presenters’) to have their identities verified or be registered as an authorised corporate services provider (ACSP).

However, to focus on the completion of the identify verification transition for directors and PSCs and taking account of feedback from stakeholders, the requirement for presenters is being postponed until no earlier than November 2026.

The government has also announced that due to ongoing reviews and a final decision being made the requirement for companies to file their accounts using commercial software by 1 April 2027 will not be introduced in April 2027.

Companies should also remember that from 1 February various Company House fees have changed. For example, online same day incorporation has increased by £50 to £100 and the cost of filing the annual confirmation statement is now £50 where it was previously £34. A full list of the fees can be found on their website.

Draft statutory guidance has been published by the UK Government on the meaning of significant influence or control in the context of the People with Significant Control (PSC) regime.

A person is generally determined to have control over a company if they satisfy one or more of the five statutory tests laid out in the Companies Act 2006. The guidance originally published in 2017 has been updated to reflect recent changes such as companies no longer needing to maintain a PSC register.

The draft guidance will be adopted as the new statutory guidance in place of its predecessor if there are no objections from either of the Houses of Parliament within 40 days of the Statutory Instrument being laid before Parliament.

The London Stock Exchange has launched the Private Securities Market (aka the PISCES platform) and released its rules handbook via a market notice (N04/26), which became effective from 5 February.

The exchange is one of the operators approved by the FCA to operate a PISCES platform which is a marketplace for buyers and sellers of shares in private companies on an intermittent basis. While participating companies cannot raise new capital using the platform, institutional and professional investors and certain retail investors (sophisticated or high net-worth investors) can trade shares during a time-limited trading window.

The platform will operate for an initial five years within a regulatory sandbox, meaning while it has FCA oversight the rules are made by the operators for their platforms.

New guidance has been published by the UK government to assist in-scope companies in complying with the new obligations on including certain disclosures around their payment practices within their annual reports. These new obligations apply for financial years beginning on or after 1 January 2026 and are in addition to the existing payment practice reporting regime that was introduced in 2017.

Entities within scope of the new obligations will meet all the following conditions

• Not in their first financial year
• Do not qualify as a small- or medium-sized company under s.465(2) and s.466(2) of the Companies Act 2006
• Incorporated under the UK Companies Act and aren’t LLPs

Headline payment performance statistics are to be included within the directors’ report, and they must be consistent with the data already supplied under the 2017 regime. This includes information on when payments are due and the percentage of payments not made within agreed terms.

Computershare’s view

The top three actions that governance professionals should be taking are:

1. Integrate payment performance reporting into their annual report cycle
• Ensure that the directors report includes the mandated headline payment statistics that mirror the company portal submissions.
• Coordinate with your finance, procurement and audit teams to confirm data accuracy and consistency.
2. Validate the company meets the in-scope thresholds
• Company size may vary annually due to growth, acquisition or restructuring.
• Implement clear process to assess the size early in a reporting cycle.
• Document the assessment to support audit and governance reviews.
3. Strengthen internal controls
• Ensure that systems used to produce payment performance data are robust, consistent and can withstand an audit.
• Factor in controls over – invoice processing data, dispute tracking and agreed payment term monitoring.

The Financial Reporting Council has published new Guidance on the Strategic Report which continues to emphasise high-quality, meaningful narrative reporting that supports informed decision making by shareholders and wider stakeholders. Recent updates reinforce clarity, materiality and evolving regulatory requirements.

• Clearer expectations on narrative quality
  The FRC stresses that the strategic report must provide a holistic, forward-looking picture of the business model, strategy, risks, performance and future prospects. Companies are encouraged to apply materiality more robustly, improving focus and reducing boilerplate disclosures.

• Integration of climate-related and sustainability disclosures
  The guidance incorporates climate-related financial risks and opportunities aligned to the Task Force on Climate-related Financial Disclosures (TCFD) recommendations, as well as the Streamlined Energy and Carbon Reporting (SECR) expectations.

• Emphasis on communication principles
  The FRC encourages innovative structuring and concise communication to enhance report readability. Companies should aim for clear linkages between strategy, risks, KPIs and performance avoiding fragmentation across the annual report.

The Financial Reporting Council has published a “mythbuster” answering key questions on new Provision 29 of the UK Corporate Governance Code 2024. Provision 29 of the Code came into effect for reporting years beginning on or after 1 January 2026 and focuses on the Board’s oversight and review of a company’s material controls. 

The government has confirmed that it will not be taking forward the majority of audit and corporate governance reforms that it had been considering. The government does acknowledge that there still needs to be effective and proportionate regulation of auditing, and plans to put the FRC on a proper statutory footing when parliamentary time allows.

ISS and Glass Lewis have published updated proxy voting guidelines for shareholder meetings in 2026.

Georgeson Advisory’s View

Company secretaries and investor relations teams should take account of both policies and their potential impact on investor voting decisions based on their company’s shareholder base, and tailor disclosures and engagement accordingly.

Georgeson has recently published memos based on the upcoming changes to the ISS 2026 policy updates and Glass Lewis 2026 updates which are applied in the new year for the 2026 season. These changes are reflective of the recent updates to FCA listing rules and changes to the Principles of Remuneration of The Investment Association.

The FCA is currently consulting on proposals to replace its existing climate-related disclosure requirements for listed companies with new rules aligned to the UK Sustainability Reporting Standards (UK SRS). The FCA is inviting responses to the Consultation Paper by 20 March.

The proposed rules are expected to come into force on 1 January 2027. This would mean that UK publicly traded companies would begin reporting under the UK SRS in 2028 on the 2027 financial year.

The UK SRS would replace the current TCFD-aligned disclosure requirements and in-scope issuers would benefit from transitional reliefs, including:

• Scope 3 emissions disclosures would not be applicable until the 2028 financial year and be subject to a comply-or-explain approach.
• Disclosures relating to non-climate sustainability topics would not be applicable until the 2029 financial year and would also be subject to a comply-or-explain approach.

Georgeson Advisory’s view

We recommend that companies consider the following steps to prepare for UK SRS disclosures:

• Understand how the UK SRS differs from the TCFD and consider its alignment across sustainability frameworks the company may be exposed to such as the EU’s Corporate Sustainability Reporting Directive (CSRD).
• Conduct a gap analysis of the company’s current sustainability-related disclosures against the proposed UK SRS Standards.
• Develop a compliance roadmap that has a clear, phased implementation plan with defined timelines, allocated responsibility and priority actions.
• Execute a materiality assessment as early as possible to assess the financial materiality of sustainability-related risks and opportunities, and integrate the results into company’s wider risk management framework.

The UK government has released its response to the earlier consultation on an oversight regime for assurance of sustainability reporting. The proposals within the government’s consultation saw to strengthen regulatory oversight of providers of third-party assurance services in order to build trust in the UK sustainability assurance market and recognise the important role of assurance in delivering useful sustainability-related decisions.

There appears to have been broad support for the proposals and therefore the government has confirmed that the Financial Reporting Council (FRC) will establish and administer a voluntary oversight regime with an interim register to be established by mid-2026, and once the FRC is put onto a statutory footing the oversight will become of its legislative functions. Those providing assurance services can opt in by registering with the FRC, so long as they meet eligibility requirements and the regime will be agnostic to profession – therefore firms and individuals can be registered.

The Georgeson corporate governance team has put together a new client memo analysing how FTSE 350 companies approached the updated guidance from the Pre-Emption Group's Statement of Principles in 2025.

Georgeson reviewed the AGM proposals in 2025 across the FTSE 350 seeking the authority to issue shares excluding pre-emption rights. Georgeson collected details on the share issuance authorities sought by 250 non-investment trust FTSE 350 companies and analysed the number of proposed 10%+10% authorities and the level of support these resolutions received.

The memo covers the following points in further detail:

• Uptake of 10%+10% authorities continue to grow across the FTSE 350, while adoption among the FTSE 100 has levelled off
• Higher share issuance authorities continue to receive lower levels of support
• Background to the changes by the Pre-Emption Group
• UK outpaces Europe on pre-emption flexibility
• Proxy advisor guidelines aligned with the Pre-Emption Group for share issuance resolutions in the UK

The Global Institutional Investor Survey captures insights from 54 firms managing over US$60 trillion in assets under management, exploring how investors approach engagement, governance, and voting priorities for the 2026 AGM season. It highlights the growing importance of board oversight, strategy, AI and cybersecurity, and executive pay, while showing that private dialogue and targeted escalation remain central to effective stewardship.

Shareholder activism is experiencing significant growth in the UK, which has become Europe’s most heavily targeted market. Driven by SABA Capital’s aggressive requisition strategies and a stagnant IPO environment, activists are focusing on governance fundamentals as their entry point, from targeting boards with diversity gaps, long tenure or overcommitted directors. Tactically, activists now focus on installing one or two directors rather than wholesale board changes, employ swarming strategies and leverage modern channels including educational videos, social media campaigns and AI-generated content to build support.

Georgeson experts Cas Sydorowitz and Aaron Bertinetti discuss the changing trends in shareholder activism alongside our deep-dive into how activism is reshaping the UK market.

Receiving an unexpected requisition notice requires swift action. Firstly, verify its validity by confirming that the shareholders meet the statutory threshold and checking technical compliance. Next, understand the activist’s track record and objectives while mapping your shareholder base to predict voting patterns. Early engagement with proxy firms is essential, as their recommendations heavily influence outcomes. It’s critical that you manage meeting procedures, be regulatory compliant and communicate to stakeholders throughout the process.

We take a look into how to respond to a requisition notice, and how Computershare and Georgeson can help.