Essential Corporate News – Week ending 23 June, 2023

Government: Publication of proposal to reform identification doctrine

The Government has proposed radical reforms to corporate criminal liability for the first time in more than 50 years by making it easier to prosecute companies for economic crime offences committed by their senior employees.

For further information, see our separate briefing: Biggest reform of the identification doctrine in more than 50 years.

Companies House: Register of overseas entities: Approach to enforcement

On 21 June 2023, Companies House published guidance (Guidance) explaining how it will use its enforcement powers in relation to the register of overseas entities that own UK land. 

As well as setting out the approach Companies House will take in respect of compliance and enforcement (including factors it will take into account, such as the seriousness of the breach), the Guidance also summarises the relevant underlying offences and discusses the types of sanctions that may be imposed and how financial penalties will be determined.

Companies House notes that it will continue to review the effectiveness of the framework set out in the Guidance and adjust it as needed.

(Companies House, Register of Overseas Entities: Approach to enforcement, 21.06.2023) 

FRC: Audit committee chairs’ views on, and approach to, environmental, social and corporate governance (ESG)

On 19 June 2023, the Financial Reporting Council (FRC) published a qualitative research report (Report) looking at the views of audit committee chairs (ACCs) on, and their approach to, environmental, social and corporate governance (ESG) activities and reporting.

The Report is based on research conducted by YouGov which involved qualitative interviews with 40 ACCs of public interest entities representing a diverse range of organisations including (amongst others) FTSE 350 companies.

ACCs interviewed showed an interest in ESG and a good understanding of the ESG activities undertaken in their organisations. However, the Report notes that many ACCs are not directly involved in decision-making processes, especially in relation to environmental and social elements, with their primary role relating to risk and compliance (as well as ensuring ESG is effectively reported on) rather than deciding on what to implement and how.

Many ACCs commented that the guidance on ESG-related activities, and how to measure them, is complex to navigate. When asked what role the FRC could play, some ACCs (mainly from smaller organisations) said they would welcome more practical guidance that is sector specific – in particular, in relation to measuring environmental and social activities. Some ACCs would also welcome best practice examples to ensure ESG reporting is salient and meaningful, rather than adding further reporting requirements.

(FRC, Press Release: Audit Committee Chairs show keen interest and understanding of ESG activities, 19.06.2023) 

FRC, Report - Audit Committee Chairs’ views on, and approach to Environmental, Social and Corporate Governance (ESG), 19.06.2023)