Corporate Governance

The UK left the EU on 31 January 2020. A transition period, during which EU laws continue to apply in the UK, is due to end on 31 December 2020. The UK/EU Withdrawal Agreement sets out transitional arrangements and negotiations for the future UK/EU relationship are ongoing.

Whether we are acting for investors or corporates, we are skilled in advising across the complete range of governance issues facing businesses today

Sitting alongside the Firm's regulatory and purpose practices, our Corporate Governance practice combines our deep expertise of relevant law and regulation with our experience of implementing best practice. We recognise the importance of the wider impact that companies have on society, through our purpose offering and our work acting for companies seeking to become B Corporations in the UK. Representing the 'G' in 'ESG', Governance remains of critical importance as management and investors in business seek to respond to the impact of current crises and ensure not only the survival, but sustainability, of their businesses. We are actively engaged with the current public policy debate on proposed reform of governance, more regulation of the audit profession and proposals to increase director accountability. We also have strong connections with industry bodies who are helping to shape future regulation. Many of us also sit on boards ourselves, so have first-hand experience of the practical issues involved.

We have drawn together the expertise of specialists across the Firm whose work is aligned with sound principles of governance, including: purpose and leadership; board composition and responsibilities; opportunity and risk management; remuneration and remuneration structures; and stakeholder relationships and engagement. Our Corporate Governance team includes experts in corporate law and governance; employment; remuneration and incentives; commercial arrangements; reputation protection; fraud and governance dispute resolution. We advise a wide-range of businesses including quoted companies, subsidiaries, joint venture companies, family businesses, owner managed and private equity backed businesses.

Key Services

  • Conducting gap analyses against accepted Governance standards and Codes of Best Practice or advising on specific aspects of best practice
  • Drafting and advising on governance reporting, including on directors' (s.172) duty, corporate governance and stakeholder engagement statements in annual reports and gender pay, modern slavery and payment reporting practices
  • Drafting corporate constitutions, matters reserved to the board and terms of reference of committees
  • Drafting policies and procedures including in relation to risk management such as 'speak up/whistleblowing', fraud and corruption policies
  • Management training and audits of best practice, policy and procedure
  • Advice on reputation protection, including crisis management and simulation
  • Drafting and advising on director and employee remuneration and incentive arrangements to increase engagement and drive behaviour aligned with the businesses' purpose and strategy
  • Advising on shareholder and board disputes

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