Governance Readout
September 2026

Following the updates to the main market listing rules back in 2024, we have now seen the AIM rules updated to the most significant extent in 20 years. Just like with the main market the rule changes have been designed to aid a company’s ability to grow and to ensure that the market remains competitive.

The rules that came into force on 5 August 2026, follow the consultation which closed in July. The proposals received broad support and so have been largely implemented as consulted upon.

• One of the key aims of the rule changes was to reduce administration that companies face by being part of AIM. The new rules remove the requirement for a working capital statement for new applicants and now requires disclosures on capital resources, financial obligations and a statement from the directors based on their reasonable opinion as to their future fundraising needs over the forthcoming 12 months.
• The historic mandatory lock-in periods for those companies which were not independent (i.e. hasn’t demonstrated they can operate as an independent business) and revenue earning for two prior years, has been relaxed so that share transfers can take place between spouses, into a pension plan, within the group and in the event of financial hardship.
• A new route has also been created for organisations overseen by regulatory bodies that are members of the International Organisation of Securities Commissions (e.g. the US, Australia, Japan), that this Express Market route will enable the companies to join AIM through a tailored and accelerated admission route.
• The new rules also aim to reduce price volatility for AIM companies that are in the process of fundraising, therefore allowing them to request a temporary suspension so that they can approach a broad investor base without the price volatility risk, this includes approaching retail investors. While no minimum or maximum suspension window is laid out, it is expected that the Capital Access Window as it is being termed, will be short in duration and the exchange will consider each request on a case-by-case basis.
• These changes also see updates to the classification of transactions and reverse takeovers. So, if an acquisition exceeds 100% under the class test it won’t be labelled a reverse takeover if it doesn’t represent a fundamental change in business, board or control. It will instead be considered a substantial transaction which may require shareholder approval. The rules also clarify that a reverse takeover may not trigger a suspension of trading, so long as the NOMAD is satisfied that alternative disclosures can be made to keep investors informed.
• Further rule changes have been made to provide increased flexibility on director remuneration, adoption of governance arrangements suitable for the size and level of development of the company – this sees the ‘comply or explain’ regime replaced with a requirement for the company to disclose an AIM company’s approach based on five basic principles. The AIM rules however encourage boards to consider adopting a recognised corporate governance code.

A new rule has been introduced that requires companies to have sufficient systems, procedures, resources and controls in place to monitor/identify changes and developments to ensure that the company is engaged properly with their Nominated Adviser (NOMAD). The updated AIM Rules for NOMADS also took effect from 5 August 2026.

Computershare’s view

Rule changes that provide greater flexibility for companies are welcome and these should reduce administrative burdens that small-mid size companies may face. However, companies should continue to ensure that they have adequate governance and disclosure controls in place and maintain robust investor communications as the market operates under a greater buyer-beware framework.

To help summarise the key rule changes we’ve produced this short table, but let’s not also forget that the rule changes see broader acceptance of dual-share structures meaning that AIM is looking to retain and entice companies with strong founder shareholders.

Following market feedback Companies House has now confirmed that the requirement for those submitting information on behalf of a company to also be verified or registered as an Authorised Corporate Service Provider will not be introduced before November 2027 and that the market will be given at least six months’ notice of the implementation date.

Computershare’s View

While there has been no update on other aspects of the Economic Crime and Corporate Transparency Act (ECCTA) that remain outstanding, such as changes to register of members, we suspect that these will be pushed back as well, if only for the fact that UK dematerialisation may have an impact on some of these outstanding elements.

The Takeover Panel’s PCP 2026/1 consultation proposes a package of largely technical and clarificatory amendments to the UK Takeover Code, aimed at reflecting established Executive practice, simplifying existing provisions and ensuring the Code continues to operate effectively. Key proposals include refining the definition of parties “acting in concert” in relation to shareholding restrictions and certain voting agreements, clarifying that a reverse takeover includes acquisitions requiring the issue of more than 100% of a company’s existing share capital, replacing the definition of “UK multilateral trading facility [MTF]” with a broader concept of a “UK primary MTF”, and simplifying the rules governing extensions to “put up or shut up” (PUSU) deadlines.

The consultation also reviews several important operational areas of the Code. These include simplifying and updating the Notes to Rule 9 (mandatory bid requirements), clarifying the wording of independent adviser “fair and reasonable” opinions for special deals and management incentivisation arrangements, explaining when restrictions on frustrating actions fall away after an approach has been unequivocally rejected, easing certain website publication rules for investment research, and clarifying restrictions on significant asset transactions following withdrawn or lapsed offers. While none of the proposals represents a wholesale policy shift, collectively they seek to improve certainty, consistency and usability of the Code for advisers, boards and shareholders.

Computershare’s view

Although this is presented as a “miscellaneous” consultation, governance professionals should not underestimate its significance. Many of the proposals touch directly on board conduct, shareholder engagement, concert party analysis, voting arrangements, takeover preparedness and disclosure obligations. As UK governance and capital markets regulation continues to evolve, organisations should review shareholder agreements, board-related voting undertakings, activist engagement strategies and transaction governance frameworks to ensure they remain aligned with the Panel’s latest interpretation of the Code. For company secretaries and governance teams, the consultation is a reminder that technical rule changes can have material consequences for corporate actions, investor relations and board decision-making during periods of strategic activity.

The Supreme Court's decision in Saxon Woods Investments Ltd v Costa is the first consideration of section 172 of the Companies Act 2006 since its introduction and confirms that compliance with the duty is not determined solely by a director's subjective belief.

The Court held that a director does not satisfy the duty to promote the success of the company merely because they honestly believe they are acting in its best interests. Their conduct must also be consistent with the fiduciary duties of loyalty and good faith.

Saxon Woods, a minority shareholder in Spring Media Investments Ltd, brought an unfair prejudice claim alleging that Mr Costa, a director, former chair and significant investor in Spring, deliberately delayed and frustrated a sale process required under the shareholders' agreement. Although the High Court accepted that Mr Costa genuinely believed delaying the sale was in the company's best interests, it also found that he had misled the board and concealed his actions.

The High Court held that Spring had breached the shareholders' agreement and granted a conditional buyout remedy. The Court of Appeal agreed that she shareholders’ agreement had been breached but further concluded that Mr Costa had breached his section 172 duty by acting dishonestly and in bad faith. It therefore replaced the conditional remedy with an unconditional order requiring Mr Costa to purchase Saxon Woods' shares.

On appeal, Mr Costa argued that the "good faith" requirement in section 172 was purely subjective and concerned only a director's state of mind. The Supreme Court rejected this argument.

The Court held that section 172 codifies a long-standing common law fiduciary duty and must be interpreted consistently with the fiduciary duties of loyalty and good faith. A genuine belief that a course of action is commercially beneficial does not excuse conduct that objectively falls short of those duties. Accordingly, a breach of section 172 is not determined by a purely subjective test.

Computershare’s view

For directors

• Exercise delegated powers only for their intended purpose and within the scope of authority granted by the board.
• Comply with board instructions, maintain appropriate records of decision-making and follow reporting protocols.
• Act openly, honestly and collaboratively with fellow directors. Directors should not pursue undisclosed strategies, mislead the board or withhold relevant information.

For companies

• Clearly document the scope, purpose and limits of delegated authority, including reporting requirements and board approval processes for significant strategic decisions.
• Maintain robust governance procedures, including mechanisms for escalating concerns or disagreements from director level to the board.
• Provide regular training on directors' statutory and fiduciary duties.

The Department for Business and Trade has launched their long awaited, landmark consultation, Modernising Corporate Reporting to Support Long-Term Economic Growth, describing it as a “once-in-a-generation” opportunity to redesign the UK’s corporate reporting framework. The review is driven by concerns that annual reports have become increasingly complex, duplicative and costly to produce, with reporting requirements spread across company law, accounting standards and regulatory rules. The government's proposed direction is clear: annual reports should focus primarily on providing decision-useful, financially material information for investors and creditors, while reducing unnecessary burden on businesses.

The consultation spans almost every aspect of the corporate reporting regime, from financial reporting and strategic reporting through to governance, remuneration and shareholder communications. Of particular interest to governance professionals are proposals to simplify company size thresholds and exemptions, reform strategic and governance reporting requirements, support digital-first shareholder communications, enable fully virtual AGMs, and remove the annual advisory shareholder vote on the directors’ remuneration report. The government is also seeking views on whether some medium-sized companies should benefit from broader reporting and audit exemptions.

Key proposals include:

• Refocusing annual reports on the needs of investors and creditors as the primary audience.
• Simplifying company size categories, reporting thresholds and exemptions across the Companies Act framework.
• Extending reporting reliefs for SMEs, including consideration of audit exemptions for certain medium-sized companies.
• Simplifying strategic, corporate governance and remuneration reporting requirements.
• Removing the annual advisory shareholder vote on the remuneration report for quoted companies.
• Supporting digital-by-default shareholder communications and reducing reliance on printed annual reports.
• Clarifying the legal framework for fully virtual AGMs.
• Introducing stronger scrutiny of future reporting requirements through a new government “Reporting Gateway”.

The consultation is to close on 30 November 2026, with an expectation that the UK government will issue their response within six months of the consultation closing.

Computershare view:

Any change would need to result in a change of approach by proxy advisors too. The growing level of reporting has been due to a typically boilerplate approach by proxy agencies in determining where to vote in favour which has supported the increased level of disclosure in corporate reporting. That said these changes will help standardise and are seen as positive.

The AGM is a key opportunity for shareholders to meet the Board and engage with them. Whilst a move to a virtual AGM can still provide this opportunity, it would be good to also consider other mechanisms by which this could be achieved (e.g. additional engagement events or ability to access the Board).

It’s also worth noting that as part of the consultation the government has made clear they are pursuing the recommendations from the Digitisation Taskforce to make shareholder communications digital first, something we believe will be of great benefit to all issuers. Issuers should be mindful of the question posed around the potential for shareholder approval in this area.

We’d welcome hearing from issuers, as we form our views and consider the potential to respond to the consultation.

Within its new guidance the Financial Reporting Council (FRC) discusses how materiality is important when preparing annual reports to aid those who prepare them, aid investors and others in understanding how materiality is applied in corporate reports.

The FRC acknowledges that the increased size of complex nature of reports and explains how that makes it more important than ever to ensure good materiality judgements when deciding what information to include in the annual report. The FRC provides a six-step process to help those preparing reports decide what may meet the test.

Key points include:

• Materiality is a matter of board judgement and will be dependent on both quantitative and qualitative factors – just because a matter is small doesn’t mean its context isn’t materially important.
• If omitting, misstating or obscuring information could be reasonably expected to influence investors decisions then it can be material.
• Consideration should be given to applicable reporting requirements, the circumstances of the company and what information investors may need.

Computershare’s view

Governance professionals and annual report drafters should take heed of this guidance, noting that annual reports should be used as a communication tool, not a compliance checklist.

The Chartered Governance Institute (CGI) together with the support of several stakeholders, including the Institutes’ Registrar Group have published an updated version of its guidance note: ‘Access to Register of Members – proper purpose test’. It outlines the steps to take when a company receives a request for access to its register of members and the legal requirements under section 117 of the Companies Act 2006. The guidance note includes examples of what constitutes a proper purpose and what is likely to be an improper purpose.

Under sections 116 to 119 of the CA 2006, any person has the right to request access to, or a copy of, a company’s register of members. However, such requests must include certain information, including “a proper purpose” for which the information will be used. The CA 2006 does not define “proper purpose” and so its meaning has been developed by the courts.

The updated guidance provided by the CGI builds on the decisions of the High Court and Court of Appeal in numerous cases (including the recent case of Aviva plc v Litani LLC (2025)) and is intended to assist companies in assessing whether a purpose set out in a section 116 request is “proper”.

When a valid request is received, a company must act within five business days and must either comply with the request or apply to the court for a direction that the request is not made with a proper purpose. Failure to comply with can result in criminal liability for the company and its directors. With such a tight timeline, it is important that companies have internal systems in place to assess any such requests promptly and accurately.

The updated guidance offers a few practical recommendations for companies dealing with section 116 requests:

• Access the scope of the request
  Where information relating to one or a limited number of shareholders would be sufficient, the company should limit access to that information only.
• Impose appropriate safeguards
  If the register is provided for research or similar purposes, companies can impose conditions such as prohibiting direct contact with shareholders or onward disclosure of personal data.
• Seek clarification where needed
  If there is uncertainty around the stated purpose, companies should make further enquiries and seek assurances from the requesting party (including in relation to data protection compliance).
• Maintain a clear audit trail
  Proper record-keeping is essential, particularly if a decision is later challenged.

The updated CGI guidance provides a reminder that requests to access a company’s register of members should not be treated as a routine administrative exercise and instead, requires careful consideration, particularly considering the “proper purpose” requirement and the sensitive nature of shareholder information.

Computershare’s view

Computershare’s governance and registry teams can advise issuers whether a stated purpose is likely to meet the legal threshold in light of current case law and updated CGI guidance. We can also help in-house secretariats to design and implement clear internal protocols to identify, escalate and assess register access requests quickly and consistently.

The Georgeson corporate governance and ESG team has analysed the FTSE 350 remuneration report votes from April to June 2026.

During the quarter, 188 FTSE 350 companies held their AGMs, with 12 issuers receiving more than 20% opposition to the approval of their remuneration reports.

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

Georgeson’s second edition of the Global Activism Report gives you a clear view of the trends shaping shareholder engagement worldwide – and practical steps to prepare moving forward.

The report found that shareholder activism declined globally during 2025, marking a notable shift from previous years. Whilst activists targeted fewer companies, they continued to hold boards accountable and focused on campaigns where they had a higher likelihood of success.

Georgeson’s latest European AGM Season Review provides an overview of the key trends, voting outcomes and governance developments that shaped the 2026 AGM season across major European markets.

The report examines shareholder voting patterns, remuneration outcomes, board elections, ESG-related proposals and other emerging themes affecting issuers and investors. It also highlights market-specific developments and considers what they may mean for governance professionals and company secretaries preparing for the year ahead.

Download the report to explore the trends shaping shareholder engagement and corporate governance across Europe.