Technical Briefing June 2025

Of interest to all working in corporate governance  

NEW REGULATION

On 3 June, the Financial Reporting Council published the 2026 revision of the Stewardship Code. The FRC noted on release that “the Code focuses on providing transparency to support long-term sustainable value creation for the millions of people who entrust their hard-earned savings and pensions to the investment community to provide for their future. The Code is not prescriptive and does not direct how any signatory should choose to invest. It takes a principles-based approach which is focused on delivering a clear outcome of value creation for clients and beneficiaries.”

Some of the key changes include: 

• An enhanced definition of stewardship focusing on the principle of stewardship as the creation of long-term sustainable value for clients and beneficiaries.
• Reducing the reporting burden through fewer Principles and the use of ‘how to report’ prompts instead of detailed reporting expectations.
• A flexible reporting structure that gives signatories more options on how to submit information, and less frequency for certain submissions.
• The inclusion of targeted Principles for different types of signatories including asset owners and managers, and for the first time, for proxy advisers, investment consultants and engagement service providers.
• New supportive guidance providing helpful tips and examples to aid effective reporting.

Of interest to all those working in corporate governance

NEW LEGISLATION

There have been two new statutory instruments published in recent weeks that will affect how members deal with Companies House. 

The Companies and Limited Liability Partnerships (Annotation) Regulations 2025 were laid before Parliament on 14 May and come into force on 9 June or (for Regulations 5 and 7(e) only) at the same time as section 790LA of the Companies Act 2006 (duty to notify register of confirmed persons with significant control) comes into force.

The new regulations expand Companies House's power to annotate the register beyond those powers already introduced. Companies House will now, additionally, be empowered to annotate the register where: 

• it is apparent that a person who appears in the register as a director is subject to director disqualification sanctions within the meaning of section 11A(4) of the Company Directors Disqualification Act 1986 (c.46).

• a person has not fully complied with the requirements of a notice given under section 1092A of the 2006 Act (power to require information) to provide information.

• the registrar is intending to take, or has taken, steps under section 1002A of the 2006 Act (power to strike off company registered on a false basis) to strike a company’s name off the register.

• a registrable person’s particulars are not shown because of restrictions on disclosure of any of the registrable person’s particulars under regulation 33 of the Register of People with Significant Control Regulations 2016 (S.I. 2016/339).

Similar powers are extended to LLPs.

The draft Protection and Disclosure of Personal Information (Amendment) Regulations 2025 extend the personal information that an individual can request Companies House make unavailable for public inspection. They are intended to come into force on 21 July or, if later, the day after the day on which the regulations are made.

The regulations expand the grounds on which an individual can apply to require the registrar to refrain from disclosing their address to a credit reference agency and allow any individual to apply to protect their usual residential address from public inspection. 

Of interest to all those working in corporate governance

OPPORTUNITIES TO GET YOUR CPD

The policy team are offering two events in the coming weeks:

Tuesday 10 June 2025 12:30 PM to 1:30 PM
AI in Governance - an insightful webinar at which Valentina Dotto, Policy Adviser at the Institute, will report on the findings from our new report: AI in Governance: Transforming Professional Practices. Discover how artificial intelligence is reshaping decision making, streamlining operations, and redefining the future of public and private sector governance. All attendees will receive a free digital copy of the full report so don't miss this opportunity to stay ahead of the curve.

Thursday 10 July 2025 12:30 PM to 1:30 PM
Technical Briefing Live! - our regular quarterly webinar at which the team and I will talk through some of the hot topics keeping us busy.

And, of course, don't forget the Annual Conference, Governance 2025, Tuesday 1 July 2025 to Wednesday 2 July 2025 at Novotel London West, W6 8DR. Tickets are selling fast so move quickly to secure your place.

Of interest to all those working in corporate governance

REQUEST FOR SUPPORT FROM MEMBERS

The London Stock Exchange released its Discussion Paper: Shaping the Future of AIM on 7 April 2025, seeking feedback on potential updates to AIM Rules for Companies.

The consultation explores:

• AIM’s role within the UK capital markets ecosystem, addressing investment incentives like business property relief and stamp duty exemptions.

• Simplifying nominated adviser (nomad) roles to cut costs and reduce duplication.

• Replacing a corporate governance code with streamlined governance requirements.

Proposed reforms include raising the threshold for substantial transactions from 10% to 25%, exempting certain related-party transactions from disclosure, and recognising a wider range of accounting standards. The Institute will be responding to the consultation before the closing date on 16 June. If you would be willing to help with the drafting of that response, please contact Valentina Dotto at policy@cgi.org.uk. 

Of interest to all those working in corporate governance

REQUEST FOR SUPPORT FROM MEMBERS

Of interest to all working in corporate governance

REQUEST FOR SUPPORT FROM MEMBERS

HMRC is consulting on modernising the 1.5% higher rate Stamp Tax on Shares applicable to certain overseas transfers of UK securities. This follows its April 2023 consultation on the principal 0.5% charge. Aimed at reducing unnecessary legislation and improving clarity, this consultation invites feedback from taxpayers, investors, businesses, and other stakeholders.

The Institute will be responding to the consultation before the closing date of 21 July. If you would be willing to help with the drafting of that response, please contact Valentina Dotto at policy@cgi.org.uk.

Of interest to all working in charities

REQUEST FOR SUPPORT FROM MEMBERS

Of interest to all those working in higher education

Of interest to all working in corporate governance

The Financial Reporting Council (FRC) has published a feedback statement summarising responses to its discussion paper, “Opportunities for Future UK Digital Reporting”. The initiative seeks to advance digital corporate reporting in the post-Brexit regulatory landscape and aligns with the Economic Crime and Corporate Transparency Act 2023.

Key Insights

• Broad Support. Stakeholders backed structured digital reporting, recognising its potential to improve transparency, comparability, and efficiency.

• Need for Collaboration. Respondents called for stronger cooperation between regulators and preparers to simplify implementation and reduce complexity.

• Improved Guidance. Many urged the FRC to provide clearer guidance, training, and support materials to help organisations adapt.

• International Alignment. Stakeholders stressed the importance of aligning UK requirements with international standards to maintain global comparability.

The FRC will use this feedback to refine the UK Taxonomy Suite and shape its broader digital reporting strategy. While it does not plan immediate regulatory changes, the insights will inform future policy development. The FRC has also launched a digital reporting viewer to improve public access to structured corporate data.

Of interest to all working in corporate governance

The Corporate Sustainability Due Diligence Directive (CSDDD), scheduled for implementation in 2028, aims to make companies accountable for human rights and environmental risks in their supply chains. However, its future is now in question following strong opposition from France and Germany. President Macron and Chancellor Merz have jointly called for the directive’s complete removal, arguing it imposes excessive burdens on businesses and undermines EU competitiveness.

At the same time, the European Parliament’s Economic and Monetary Affairs Committee (ECON) is advancing proposals to ease compliance with both the CSDDD and the European Sustainability Reporting Standards (ESRS). These reforms seek to reduce regulatory complexity while maintaining core sustainability objectives, signalling a broader shift towards more flexible implementation across the EU.

Key recommendations include:

• Simplified Reporting: Limit mandatory ESRS datapoints to 100, with an additional 50 voluntary points.

• Narrower Scope: Apply rules only to companies with more than 3,000 employees and €450 million in turnover.

• Climate Plan Flexibility: Eliminate mandatory climate transition plans under the CSDDD to avoid duplication with existing frameworks.

• Voluntary Assurance: Make taxonomy-related assurance optional.

• Sector-Specific Focus: Reinstate materiality assessments tailored to specific industries.

• Data Protection: Introduce safeguards for competitively sensitive information.

While these reforms are intended to reduce bureaucracy and enhance regulatory clarity, they have drawn criticism from the European Central Bank, which warns that weakening sustainability standards could undermine the EU’s long-term regulatory effectiveness.

Together, the political pushback and proposed legislative revisions signal a pivotal moment for the EU’s sustainability agenda—one that could reshape the balance between corporate responsibility and economic pragmatism. Read more here: EUR-Lex - 52025PC0081 - EN - EUR-Lex

Of interest to all those working in corporate governance

The latest Companies House Stakeholder Newsletter, published on 22 May, covers four issues:

• Identity verification - personal code

• Latest updates on the Register of Overseas Entities

• New versions of the Companies House XML Gateway schemas

• New Corporate Guidance from the Serious Fraud Office

Identity verification - your personal code

Since 8 April 2025, individuals have been able to verify their identity on a voluntary basis, either directly with Companies House through GOV.UK One Login, or through an Authorised Corporate Service Provider (ACSP). (I did this last month and it was a pretty straightforward process, taking around five minutes.)

When you have successfully verified, you’ll get a unique identifier known as a Companies House personal code. The code is personal to you, not your company or a company for which you work. From autumn 2025, you’ll need this code for various reasons. For example:

• when you file your confirmation statement

• if you are appointed as a director

• if you become a person with significant control (PSC)

If you are currently a director or a PSC, you’ll need to use your Companies House personal code to connect your verified identity to their records. This is a legal requirement and will ensure that Companies House knows that the correct identity is linked to any roles you hold.

If you verify your identity using GOV.UK One Login, your personal code will be shown to you on screen at the end of the verification process. You will also be able to find your personal code in the ‘manage account’ section of your Companies House account.

If you have verified via an ACSP, you will receive an email containing your personal code. Follow the link in that email to bind your verification to your Companies House account. Once you have done this, you will be able to find your personal code in the ‘manage account’ section of your Companies House account.

You can find more information on the personal code and what you need to do with it on GOV.UK - Verifying your identity for Companies House - GOV.UK

Latest updates on the Register of Overseas Entities

From 31 July 2025, Companies House will be collecting additional information from overseas entities as part of their update statements, following new legal requirements.

Entities that owned UK land between 28 February 2022 and 31 January 2023 must report any changes to beneficial owners, including trusts, during the pre-registration period. The pre-registration period is between 28 February 2022 and either 31 January 2023 or the date the overseas entity registered, whichever comes first. This information will only need to be submitted once and must be verified by a UK-regulated agent.

Also, from 28 February 2025, entities can apply to protect trust data on the register if they meet the necessary criteria. Information related to trusts on the Register of Overseas Entities is not currently available to the public. From 31 August 2025, trust data will become available on request, subject to access rules.

Companies House has emailed entities and agents to let them know about the additional information they need to supply as part of their update statements, and to let them know how they can apply to protect their details if they meet the necessary criteria.

For more information, see:

• filing an overseas entity update statement

• applying to protect your details on the Register of Overseas Entities

Companies House XML Gateway schemas

Schemas are used by third-party software providers for filing company information with Companies House.

On 14 May, Companies House published new versions of the Companies House XML Gateway schemas. These can be found here: https://xmlgw.companieshouse.gov.uk/SchemaStatus

The new versions of the schemas have the status RELEASED – and you can use the ‘More Info’ alongside the new schema to see an example. Companies House plans to implement the new schemas in autumn 2025, at which point the current live versions of those schemas will be RETIRED and will no longer be accepted.

If you have any questions, please contact xml@companieshouse.gov.uk .

New Corporate Guidance from the Serious Fraud Office

The Serious Fraud Office (SFO) has launched new guidance for corporates about self-reporting, co-operation and Deferred Prosecution Agreements (DPAs). The guidance makes it easier for corporates to act responsibly by providing clearer information about how to self-report suspected wrongdoing.

Corporates that report promptly and fully cooperate can expect to be invited to negotiate a Deferred Prosecution Agreement (DPA) rather than face prosecution unless exceptional circumstances apply. This approach ensures faster justice for victims.

Of interest to all working in charity governance

The Charity Commission, with input from the Institute, has revised its CC30 guidance. It incorporates updates from the Charities Act 2022 and includes new safeguarding requirements. The guidance sets best practices for identifying, recruiting, and inducting trustees in England and Wales, ensuring effective and legally compliant governance.

Key Updates and Focus Areas

1. Assessing Board Needs

• Evaluate the board’s skills, experience, and diversity.

• Identify gaps to guide targeted recruitment.

2. Defining the Role

• Develop clear role descriptions and person specifications.

• Set expectations for responsibilities and legal duties.

3. Recruitment Process

• Use open, transparent methods, advertising widely.

• Leverage trustee recruitment platforms and networks.

4. Eligibility and Legal Checks

• Confirm candidates meet charity law requirements.

• Conduct due diligence, including disqualification checks.

5. Selection and Appointment

• Use structured interviews or assessments.

• Document decisions and appoint trustees per the governing document.

6. Induction and Onboarding

• Offer a structured induction covering governance, finances, and culture.

• Help new trustees understand their duties and the charity’s operations.

7. Ongoing Review

• Regularly evaluate board composition and effectiveness.

• Plan for succession and future recruitment.

This updated guidance ensures charities follow robust processes, strengthening governance and safeguarding practices.

Of interest to all those working in corporate governance

Of interest to all those working in corporate governance

The EU is advancing its ESG Ratings Regulation, set for mid-2026 enforcement. On 2 May 2025, the European Securities and Markets Authority (ESMA) published its draft Regulatory Technical Standards (RTS) for consultation. Stakeholders have until 20 June 2025 to submit feedback.

The regulation aims to improve thetransparency, reliability, and comparability of ESG ratings. It introduces mandatory authorisation for ESG ratings providers, strict conflict-of-interest rules, and detailed disclosure requirements. ESMA expects to finalise the RTS and submit them to the European Commission by October 2025.

Of interest to all those working in corporate governance

B Lab, the organisation behind the B Corp certification, has introduced a stricter framework to address criticisms of its previous scoring system. From 2026, businesses must meet higher standards to achieve certification, ensuring greater accountability and transparency.

Key changes

• Companies must demonstrate responsible practices across seven ESG “Impact Topics,” including Climate Action, Human Rights, and Stakeholder Governance.
• Larger businesses face tougher criteria for verification and performance.
• In the UK, firms must legally commit to benefiting society and the environment through their constitutions.

These updates aim to strengthen the certification’s credibility as the number of B Corps exceeds 9,500 worldwide.

Of interest to all

The Supreme Court ruled in For Women Scotland Ltd v The Scottish Ministers [2025] UKSC 16 that “woman” and “man” in the Equality Act 2010 refer solely to biological sex.

Key points

• The ruling rejected the inclusion of trans women with Gender Recognition Certificates (GRCs) in the definition of “woman.”

• The Court emphasised that altering these definitions would undermine the Act’s coherence, particularly for single-sex services and sexual orientation protections.

• Trans individuals remain protected under the Act’s “gender reassignment” characteristic but are not redefined under “woman” or “man” based on a GRC.

This decision mandates public bodies and service providers to apply the Act based on biological sex and calls for updated guidance from the Equality and Human Rights Commission (EHRC).

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

Economic Crime and Corporate Transparency Act 2023 – implementing radical reforms to Companies House and corporate criminal liability: This article from Herbert Smith Freehills Kramer is a helpful summary of ECCTS and its implications.

Essential 2025 Employment Law Changes for UK Employers: This Wright Hassall guide summarises key employment law updates in the UK, such as increased minimum wages and new neonatal leave entitlements. It urges employers to review and update their HR policies and contracts.

How to Navigate Conflicting ESG Rules Across Jurisdictions: This Hogan Lovells guide helps legal teams manage overlapping ESG regulations in different regions. It offers practical strategies to reduce compliance risks and align global reporting frameworks.

Identity verification under The Economic Crime and Corporate Transparency Act 2023 - What do PE Sponsors need to know?: This article from Travers Smith looks at some of the key issues of the new Companies House IDV regime as it will apply to private equity sponsors.

Key Corporate Governance Trends to Watch in 2025: This Juris Review article outlines major developments in corporate governance, including shifting board responsibilities and emerging legal risks. It advises companies to prepare for heightened regulatory and stakeholder scrutiny.

PISCES regulations laid before Parliament: a helpful update from Linklaters on progress of the LSE PISCES initiative.

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

Did governance overhaul fuel Revolut’s profit surge?

Why cybersecurity is the new governance frontier for non-profits