UK Quoted Company Newsletter Q1 2025

Introduction

Welcome to the most recent edition of our UK quoted company newsletter, the aim of which is to collate and highlight relevant legal, regulatory and topical developments that we have written about primarily in the first quarter of 2025.

Corporate Transparency

1. ECCTA: An update on ACSPs, identity verification and implementation

The Economic Crime and Corporate Transparency Act 2023 (ECCTA) provides that anyone filing documents at Companies House will only be able to do so if their identity has been verified or they are registered as an authorised corporate service provider (ACSP). Companies House updated its outline transition plan to permit individuals or organisations to apply to become an ACSP from 18 March 2025. 

The updated outline transition plan was also updated to enable directors and persons with significant control to voluntarily verify their identity from 
8 April 2025. 

Compulsory identity verification is still expected to come into effect in Autumn 2025, after which all existing directors of UK companies will be given a period of up to 12 months to comply with the new law if they wish to continue serving as directors and avoid their companies committing an offence under ECCTA. 

Companies House also published guidance on the identity verification regime, which covers who must verify, when they must do so and how to go about it. It also sets out what happens once an identity has been verified and the consequences of failing to do so. 

For more information please see article 10 of AGC 63 (20/3/25). 

Annual General Meetings

2. 2025 AGM and reporting season: what to expect?

Our annual briefing summarised the key developments to be aware of when preparing for 2025 annual general meetings and compiling the narrative aspects of annual reports. 

Please click here to access the briefing.

3. ISS published final 2025 proxy voting guidelines

Institutional Shareholder Services published an updated and final version of its UK and Ireland proxy voting guidelines, which is effective for meetings on or after 1 February 2025.

For more information please see article 4 of AGC 61 (31/1/25). 

4. PLSA published 2025 stewardship and voting guidelines

The Pensions and Lifetime Savings Association published its Stewardship and Voting Guidelines for 2025. The Guidelines are intended to provide guidance for pension schemes when deciding how to vote during the 2025 AGM season. Key areas highlighted in the 2025 Guidelines include: the impact on shareholder rights arising from UK Listing Rule changes; developments in relation to Artificial Intelligence; sustainable finance developments; workforce developments; and auditor tenure.

For more information please see article 2 of AGC 62 (19/2/25).

Corporate Reporting

5. Payment Practices and Performance (Amendment) Regulations 2025 

The final version of the Reporting on Payment Practices and Performance (Amendment) Regulations 2025 (SI 2025/75) (the Regulations) were published together with an explanatory memorandum. The Regulations require qualifying companies and LLPs to publish information about their payment practices and policies in relation to retention clauses in any construction contracts that they have with suppliers. The Regulations apply in relation to financial years beginning on or after 1 April 2025.

For more information please see articles 5 of AGC 62 (19/2/25) and 3 of AGC 63 (20/3/25).

6. Directors' remuneration reporting and related requirements to be reduced

The draft Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (the Regulations) and an explanatory memorandum were published by the Department of Business and Trade. Their aim is to streamline directors' remuneration reporting and related requirements by repealing a number of provisions introduced in 2019 to comply with EU law that overlap with existing obligations. 

The main changes consider removing certain remuneration reporting requirements, including requirements to disclose: (i) each director's fixed pay; and total variable pay; (ii) a comparison of each director's annual pay change with average employee pay change; and (iii) any changes to the exercise price or date for exercise of any share options. The Regulations are likely to come into effect later this year, which means that, for most companies, the changes will take effect for the 2026 financial year.

For more information please see article 4 of AGC 63 (20/3/25).

7. FRC published revised guidance on going concern and related reporting

The Financial Reporting Council published revised guidance on the 'Going concern basis of accounting and related reporting, including solvency and liquidity risks'. The guidance is non-mandatory and is intended to serve as a practical guide to directors of all companies within its scope when demonstrating the assessments which underlie their going concern conclusions. The guidance now brings together the requirements of company law, accounting and auditing standards, the UK Listing Rules, the UK Corporate Governance Code and other relevant regulations reflecting changes made to them since its last publication in 2016.

For more information please see article 1 of AGC 63 (20/3/25).

8. PERG published annual report 

The Private Equity Reporting Group (PERG) published its 17th report on the conformity of reporting by the largest private equity-owned UK portfolio companies with the Walker Guidelines (the guidelines), together with an amended version of the guidelines themselves. PERG recommends that private equity firms spend more time familiarising themselves and their portfolio companies with the requirements of the guidelines, including putting in place mechanisms to alert companies when they come into scope. A record number of portfolio companies were in scope of the guidelines this year.

For more information please see article 5 of AGC 61 (31/1/25). 

9. FRC launched market study examining SME audit and reporting challenges

The FRC launched a market study examining how effectively the audit market serves small and medium-sized enterprises (SMEs) and exploring options for reducing their reporting burden. This study is the first phase of a wider FRC campaign to support UK SMEs in accessing audit services and securing the capital they need for growth.

For more information please see article 4 of AGC 62 (19/2/25).

Rules and Regulation

10. FCA published Primary Market Bulletin on market abuse

The FCA published Primary Market Bulletin 54 (PMB 54), the main focus of which is strategic leaks and unlawful disclosure. The FCA noted an increase in cases where material information on live M&A transactions appears to have been deliberately leaked to the press and also expressed concern concerning leaks which occur inadvertently (through hinting at market sensitive information, even if specific details are not mentioned) and strategic leaks (where inside information is deliberately given to the press by individuals at an issuer or its advisers).

PMB 54 reminds market participants of best practice in mitigating unlawful disclosure and limiting market abuse, which the FCA has shared previously in PMB 42 (for a summary, see AGC Update, Issue 46 – Article 2) and PMB 52 (for a summary, see AGC Update, Issue 59 – Article 13). 

For more information please see article 12 of AGC 63 (20/3/25). 

11. UKLRs – new continuing obligations for listed issuers 

For listed issuers, a number of new requirements under the UK Listing Rules came into effect on 30 January 2025 regarding key person contact details, services of notices and Listing Principles 3 to 6.

For more information please see article 10 of AGC 61 (31/1/25). 

12. FCA to amend related party rules for closed-ended investment funds

The FCA published Quarterly Consultation Paper No 47 (CP 25/4) which includes proposals to amend the UK Listing Rules regarding related party transactions by closed-ended investment funds. In particular, the FCA has become aware that it unintentionally omitted to carry forward one element of the related party transaction rules in respect of voting on relevant related party transactions. As such, it is now proposing a change to UKLR 11.5.5R to correct this omission.

For more information please see article 13 of AGC 63 (20/3/25). 

13. Consultation on changes to the public offers regime and the UKLRs

The FCA published CP 25/2 - Consultation on further changes to the public offers and admissions to trading regime and the UK Listing Rules - in which it set out further proposals to support the new Public Offers and Admissions to Trading Regulations (POATR) regime – see AGC Update, Issue 58 – Article 9 for our most recent update. POATR creates a new public offers regime, replacing the UK version of the EU Prospectus Regulation.

Alongside CP 25/2, the FCA published CP 25/3 - Consultation on further proposals for firms operating public offer platforms - in which it consults on further consequential changes and transitional arrangements for the new regulated activity of operating a public offer platform, as part of the wider POATR reforms.

For more information please see article 6 of AGC 62 (19/2/25).

14. Accelerated Settlement Task Force published securities settlement plan

The Technical Group of the UK Accelerated Settlement Taskforce (AST) published its implementation plan on the UK's transition from T+2 to T+1 securities settlement. The AST was set up in December 2022 to examine the case for the securities settlement cycle to be shortened from its current standard of T+2 to T+1. Financial markets globally are moving increasingly to a T+1 settlement cycle.

Subsequently, the government published its response to the AST report in which it accepted all recommendations made and confirms that it will bring forward legislation to implement the transition to T+1, making it mandatory from 11 October 2027. The FCA welcomed the recommendations, alongside Bank of England, and called on industry to engage and start planning as soon as possible.

For more information please see article 7 of AGC 62 (19/2/25).

15. FRC published final report on assurance of sustainability reporting 

The Financial Reporting Council published the final report on the market for assurance of sustainability reporting. The FRC found that, despite being relatively immature, the market for assurance of sustainability is functioning well. Nevertheless, concerns as to the quality and consistency of assurance were highlighted, while many companies expressed concerns over their ability to identify suitably qualified providers and assess the quality of the assurance delivered by them.

For more information please see article 10 of AGC 62 (19/2/25).

16. FTSE Russell announced changes to FTSE UK Index Series methodology 

FTSE Russell announced two changes to the FTSE UK Index Series methodology. Following a review of the FTSE UK Index Series, FTSE Russell will make changes to the sterling denominated price requirement and fast entry thresholds, effective from the September 2025.

For more information please see article 14 of AGC 63 (20/3/25). 

Corporate Governance

17. Board Priorities in 2025

Our global governance, sustainability, and risk advisory experts published their priorities for Boards in 2025. If you would like to discuss any of the issues raised, please contact your usual Ashurst contact, or any of those listed in each priority.

For more information please see article 1 of AGC 61 (31/1/25). 

18. Cross-sector principles-based guidance for board risk committees 

The Risk Coalition published principles-based guidance for board risk committees and risk functions across sectors entitled 'Raising your Game'. This followed the publication in 2019 of its 'Raising the Bar' guidance for board risk committees and risk functions in the UK financial services sector. 

For more information please see article 6 of AGC 63 (20/3/25).

19. FTSE Women Leaders Review published latest report on gender balance

The FTSE Women Leaders Review published its annual report on gender balance on boards and in leadership positions in the FTSE 350 and 50 of the UK's largest private companies. In the FTSE 350, 43.4% of board roles were held by women (2023: 42.1%). In the 50 largest private companies, 30.5% of board roles were held by women, a slight decrease from last year (2023: 30.6%).

For more information please see article 8 of AGC 63 (20/3/25).

20. Parker Review published latest report on ethnic diversity of boards 

The Parker Review Committee published its update report for 2025 following its survey of FTSE 350 companies and certain private companies on the ethnic diversity of their boards and senior management. This year's report highlights that in the past year, virtually all FTSE 100 companies have met the Review's target and there has been good progress in the FTSE 250, with 95% of FTSE 100 companies, 82% of FTSE 250 companies and 48% of the 50 largest private companies having at least one ethnic minority director on their board.

For more information please see article 9 of AGC 63 (20/3/25).

21. FRC consultation on draft three-year strategy and plan for 2025-26

The Financial Reporting Council published its Draft 3-Year Strategy: 2025-28 and Draft Plan and Budget 2025-26 for consultation, setting out its high-level priorities for the next three years. Areas of immediate focus for the FRC include working to replace the FRC with a new statutory regulator, the Audit, Reporting and Governance Authority, as well as working to embed the 2024 UK Corporate Governance Code, focusing in particular on Provision 29 and internal controls and partnering with the Corporate Reporting Review team to monitor reporting.

For more information please see article 2 of AGC 61 (31/1/25). 

22. UK Stewardship Code signatories announced 

The Financial Reporting Council announced the successful signatories to the UK Stewardship Code following the latest round of applications. There are now 297 signatories to the Code, representing £52.3 trillion assets under management. This includes 199 asset managers, 77 asset owners and 21 service providers.

For more information please see article 3 of AGC 62 (19/2/25).

23. GC100 published results of poll on AI and minute-taking

GC100, the representative body of general counsel and company secretaries in the FTSE 100, has published the results of its poll which sought feedback on how listed companies and large private companies approach minute-taking, in particular the part being played by AI and other forms of technology in that process.

For more information please see article 7 of AGC 63 (20/3/25).

24. AI Cyber security Code of Practice published

The government published a Code of Practice intended to give businesses and public services the confidence they need to harness AI’s transformative potential safely. This supports the government’s Plan for Change and builds on the work of the AI Opportunities Action Plan.

For more information please see article 8 of AGC 62 (19/2/25).

ESG

25. FRC published review of climate-related reporting 

The Financial Reporting Council published a Thematic Review of Climate-related Financial Disclosures (CFD) by AIM-quoted and large private companies required by sections 414C, 414CA and 414CB of the Companies Act 2006. 

The CFD regime was introduced for accounting periods beginning on or after 6 April 2022 and requires companies to report on climate-related risks and opportunities (CROs) if they have over 500 employees and are (i) traded, banking, insurance or AIM-quoted companies; or (ii) private companies or LLPs with turnover exceeding £500 million. For an overview of the regime, see AGC Update, Issue 7 – Article 1.

For more information please see article 7 of AGC 61 (31/1/25). 

26. Voluntary EU sustainability reporting standard for small companies

Following consultation in 2024, EFRAG (formerly the European Financial Reporting Advisory Group) published its voluntary reporting standard for non-listed micro-, small-, and medium-sized undertakings (SMEs) (i.e.companies with up to 250 employees). The standard, known as VSME, is designed to help undertakings that are not in-scope of the Corporate Sustainability Reporting Directive access sustainable finance by standardising the ESG information they disclose.

For more information please see article 8 of AGC 61 (31/1/25). 

27. EU plans Omnibus Package to simplify sustainability reporting obligations

The European Commission adopted the European Competitiveness Compass, which amongst other initiatives confirmed the Commission's intention to launch the first of a series of Simplification Omnibus Packages in February 2025. 

The first Omnibus Package aims to simplify the fields of sustainable finance reporting, sustainability due diligence and taxonomy, which means it is likely to amend the Corporate Sustainability Due Diligence Directive (CSD3) and the EU Taxonomy Regulation to deliver a 25% reduction in the administrative burdens placed by this legislation on in-scope companies (35% for small to medium sized enterprises). It is widely anticipated that amendments will also be made to the Corporate Sustainability Reporting Directive.

For more information please see article 9 of AGC 62 (19/2/25).

28. ISSB voted to amend climate-related disclosures

The International Sustainability Standards Board voted to make certain technical amendments to its IFRS SO Climate-related Disclosures. 

For more information please see article 12 of AGC 62 (19/2/25).

Other relevant Ashurst Q1 2025 publications

Corporate

29. Updated guidance on transparency in supply chains (4/4/25)

On 27 March 2025, the UK Home Office published updated statutory guidance (the guidance) on how businesses should comply with section 54 of the Modern Slavery Act 2015 (the Act). Section 54 requires large businesses to publish annual statements detailing their efforts to prevent modern slavery within their operations and supply chains.

For more information about this development please click on our briefing here. 

30. Corporate Crime and Investigations - What now for 2025? (22/1/25)

The key corporate crime and investigations priorities for in-house legal and compliance teams are set out in our business insight briefing, which is accessible by clicking here.

Dispute Resolution

31. Issues for in-house litigators in banks in early 2025? (7/2/25)

The key issues for in-house litigators in banks are set out in our business insight briefing, which is accessible by clicking here.

Digital Economy

32. Code of practice for cyber security and systems safety (6/2/25)

The UK Government has issued a Code of Practice for the Cyber Security of AI (the Code) that aims to boost business and public confidence in AI through minimising cyber threats and is seen by the government as promoting the UK as a world leader in the AI field. The Code is a voluntary framework, intended to develop into baseline security standards which will apply globally, not just UK-wide. It is aimed at all AI systems – including genial – except those used purely for academic research. 

For more information please click on our briefing about the Code here. 

Employment

33. Consultation on ethnicity and disability pay gap reporting for large employers (25/3/25)

As part of its radical package of employment reforms, the government published on 18 March 2025 a consultation paper on introducing mandatory ethnicity and disability pay gap reporting for large employers (those with 250 or more employees) which will be included in the proposed Equality (Race and Disability) Bill.

Large employers are familiar with mandatory gender pay gap reporting and it is intended to extend this to include mandatory ethnicity and disability pay gap reporting. A similar reporting framework will be applied but there are particular considerations in relation to data collection and analysis which will apply for ethnicity and disability.

For more information please click on our briefing about the consultation here. 

34. What's the latest with the Employment Rights Bill? (21/3/25)

The Employment Rights Bill, the most radical overhaul of employment rights in decades, is currently making its way through Parliament. The self-imposed Labour deadline to reform employment law within 100 days of entering government has resulted in numerous amendments being proposed and considered.

Once this Bill finishes its journey through Parliament employers will have to review and amend their HR policies and procedures. To help clients to start thinking about the potential impact, our briefing includes details of the Bill's key provisions (as of 14 March 2025) as the Bill moves from the House of Commons to the House of Lords for scrutiny.

For more information please click on our briefing about the consultation here.