Publication
Keeping your dawn raid guidance current
Unannounced inspections or ‘dawn raids’ are used by antitrust authorities to obtain evidence when there are suspicions that individuals or businesses have infringed the antitrust rules.
Global | Publication | March 25, 2016
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On March 23, 2016 the Department for Business, Innovation and Skills (BIS) published its Guidance for People with Significant Control Over Companies, Societates Europaeae (SE) and Limited Liability Partnerships (LLP), which provides a detailed explanation of the requirements for individuals and legal entities which may be people with significant control (PSCs).
From April 6, 2016 individuals and legal entities with significant control will need to be identified on the PSC register for their respective entities and this guidance accompanies that already published for companies, SEs and LLPs, as well as the statutory guidance on the meaning of significant influence or control for both companies and LLPs. If a person or legal entity is in a position of significant control in relation to a legal entity to which the PSC regime applies, then certain legal requirements apply to that person or legal entity and failure to comply could constitute a criminal offence.
The guidance is very similar in essence to the guidance for companies, SEs and LLPs, but focuses on the role of the PSC. The guidance covers the following:
On March 22, 2016 HM Treasury published a report by the CEO of Virgin Money, Jayne-Anne Gadhia, addressing the gender imbalance in senior positions in financial services companies. The Gadhia review was tasked with considering the representation of women in senior management roles in financial services firms as part of the Government’s commitment to tackle gender inequality in the workplace. The review’s research found that in 2015, women made up only 14 per cent of executive committees in the financial services sector and its report sets out the economic and business case for gender diversity, with case studies.
The report makes three overarching recommendations to achieve a balanced workforce and fairness, equality and inclusion for men and women. It believes that these recommendations should apply to all firms meeting the Financial Conduct Authority’s (FCA) definition of a financial services firm, save for those who fall into proportionality level three under the existing Prudential Regulation Authority and FCA Codes. The recommendations are as follows:
The recommendations in the report are voluntary but are to form part of a voluntary charter launched by HM Treasury which it hopes financial service organisations will sign to signify their commitment to take on board the recommendations.
In conjunction with Jayne-Anne Gadhia’s review into the representation of women in senior management roles in the financial services industry, on March 22, 2016 HM Treasury launched a charter committing signatories to work to build a more balanced and fair financial services industry.
It has been announced that Virgin Money, Lloyds Banking Group, Barclays, HSBC, the Royal Bank of Scotland, Columbia Threadneedle and Credit Capital Union are all to sign the charter and HM Treasury will publish a list of all those who have signed up to it after three months.
On March 22, 2016 the Equality and Human Rights Commission (the Commission) published a report following their inquiry into board level recruitment and appointment practices in the FTSE 350 companies and the reasons why many companies have continued to fail to improve gender diversity. The inquiry was launched in July 2014, looking at how FTSE 350 companies and executive search firms instructed by them recruit and select people for board director roles. The aim was to identify whether recruitment and selection practices are transparent, fair and result in appointments on merit, and to identify where companies and their agents could improve these practices to increase the diversity of company boards.
The inquiry found that in terms of boards’ performance on gender diversity, headline figures concealed wide variations in the performance of individual companies and the lack of women in executive director roles is still particularly stark. Many board evaluations do not take gender diversity into account, and although many companies had board diversity policies, more than half had not set objectives or targets to increase the number of women on their board. Other areas reviewed by the inquiry included role descriptions, the search process used, selection processes, the role of the nomination committee and the process for improving diversity in the talent pipeline and candidate pool.
The report highlights good practice and makes recommendations for improvements, including:
Board evaluations
Diversity policies and targets
Role descriptions
Search process
Selection
The nomination committee
Improving diversity in the talent pipeline and candidate pool
The Commission expands on these recommendations in a separate publication ‘How to improve board diversity: a six-step guide to good practice’.
On March 23, 2016 the Equality and Human Rights Commission published a six-step guide on how to improve board diversity, in conjunction with the report of its inquiry into board level recruitment and practices of FTSE 350 companies.
The six steps are as follows:
On March 18, 2016 the Financial Conduct Authority (FCA) published its twelfth quarterly consultation (CP 16/8). Among other things, the consultation proposes a number of changes to the Listing Rules (LRs), Disclosure and Transparency Rules (DTRs) and Prospectus Rules (PRs).
The changes include the following:
The closing date for comments on the consultation is May 18, 2016.
On March 21, 2016 the Private Equity Reporting Group (PERG) published an updated version of its guidelines, which aim to assist private equity owned portfolio companies to improve the transparency and disclosure in their financial and narrative reporting by highlighting good practice examples.
PERG makes the following observations on trends identified in the most recent review, where additional focus will result in an improved level of reporting:
On March 18, 2016, the Financial Conduct Authority (FCA) published Handbook Notice No. 31 and the Prospectus Rules Sourcebook Instrument 2016 (FCA 2016/27) (the Instrument).
The Instrument amends the Prospectus Rules sourcebook to align it with the regulatory technical standards in the Commission Delegated Regulation (EU) 2016/301, which supplements the Prospectus Directive arising from the Omnibus II Directive.
The changes to the Prospectus Rules sourcebook are in largely the same format as those proposed in the FCA’s tenth and eleventh quarterly consultations.
Handbook Notice No. 31 provides updated versions of the three prospectus forms that must be submitted to the FCA under PR 3.1.3R, as amended by the Instrument.
The Instrument comes into force on March 24, 2016.
Publication
Unannounced inspections or ‘dawn raids’ are used by antitrust authorities to obtain evidence when there are suspicions that individuals or businesses have infringed the antitrust rules.
Publication
The EU Foreign Subsidies Regulation, or FSR, is intended to prevent or remedy distortions of the EU internal market caused by “foreign” – meaning non-EU – subsidies benefitting companies active in the EU.
Publication
The English High Court has given its judgment in the legal battle between FW Aviation (FWA) and VietJet Aviation Joint Stock Company (VietJet). This case revolved around the enforcement of leasing agreements for four Airbus aircraft and the alleged interference by VietJet in the aircraft’s repossession in Vietnam.
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