Welcome to the latest edition of Corporate Update, our fortnightly bulletin offering a two-minute read of the latest developments which we consider relevant to corporate counsel. Please get in touch with your usual contact if you want to explore any of the topics covered in more detail. If you would like to subscribe to this bulletin as a regular email, please click here.
In this issue
Chancellor delivers Autumn Budget
On 17 November 2022, the Chancellor, Jeremy Hunt, delivered his Autumn Statement to Parliament. Headline points for corporates and businesses include:
- Capital gains tax annual exempt amount: the Capital Gains Tax (CGT) annual exempt amount will reduce from £12,300 to £6,000 from April 2023 and to £3,000 from April 2024.
- Capital gains tax avoidance: An anti-avoidance measure to prevent CGT avoidance by non-UK domiciled individuals using certain share for share exchanges or schemes of reconstruction carried out on or after 17 November 2022 was introduced.
- Energy Profits Taxes: From 1 January 2023, the Energy Profits Levy rate will rise by 10 percentage points to 35%. The investment allowance will be reduced to 29% for all investment expenditure (other than decarbonisation expenditure). Decarbonisation expenditure will continue to qualify for the current investment allowance rate of 80%. The Levy will end on 31 March 2028. The government will also introduce a new Electricity Generator Levy which is a temporary 45% tax (until 31 March 2028) that will be levied on extraordinary returns from low-carbon UK electricity generation.
- Bank Corporation Tax surcharge: Following the decision to proceed with the corporation tax rate increase to 25% from April 2023, it was confirmed that banks will be charged an additional 3% rate on their profits above £100 million and therefore continue to pay a higher combined rate of corporation tax than most other companies.
- VAT: The VAT registration and deregistration thresholds will be maintained at the current levels for an additional 2 years from 1 April 2024.
The Chancellor also announced a number of measures to support businesses in relation to Business Rates, but has decided against introducing an online sales tax, which some stakeholders had proposed in the context of Business Rates reform.
Glass Lewis publishes 2023 proxy voting guidelines
On 17 November 2022, Glass Lewis published its 2023 UK Proxy Voting Guidelines and 2023 ESG Initiatives: Policy Guidelines for the UK. The policy guidelines will apply to meetings from 1 January 2023. Some of the notable amendments to the 2022 guidelines include:
- encouraging shareholders in companies with high exposure to climate risks to vote against members of the board or agenda items where TCFD-aligned climate-related disclosure items and oversight responsibilities are not clearly defined;
- clarifying that pension provisions for executive directors should be in line with those available to the majority of the wider workforce by the end of 2022;
- clarifying that it will take a case-by-case approach when considering proposals to issue shares for a specific purpose outside of routine authorities; and
- further guidance on the use of combined incentive plans, and specifically omnibus plans.
FRC publishes 2022 Review of Stewardship Reporting
The Financial Reporting Council (FRC) has published its Review of Stewardship Reporting 2022. The review sets out key messages from the reports assessed in Spring 2022 and expectations for reporting in 2023. The FRC found improvements by signatories to the UK Stewardship Code 2020 across many areas of stewardship reporting compared to 2021 but highlighted that greater emphasis needs to be placed by signatories on reporting their activities and outcomes during the reporting period, using both quantitative and qualitative evidence.
The FRC will place increased focus in its assessment process in 2023 on reporting of activities and outcomes, especially in the areas of integration of stewardship and investment, monitoring, engagement, collaborative engagement, escalation and exercising rights and responsibilities and will expect signatories to provide multiple informative case studies as evidence of stewardship activities undertaken during the reporting period.
Draft European Sustainability Reporting Standards published
The first set of draft European Sustainability Reporting Standards has been submitted to the European Commission. Under the Corporate Sustainability Reporting Directive (CSRD), the final text of which was recently adopted by the European Parliament and Council, companies are required to report on a full range of ESG issues in accordance with the Sustainability Reporting Standards. Broadly, the CSRD applies to “large” EU undertakings (whether or not listed) and listed small and medium undertakings, but also third country (including UK) companies with substantial activity in the EU market (meeting certain thresholds in relation to net turnover and which have a subsidiary or branch in the EU) although the requirements relating to third country undertakings apply only in respect of financial years starting on or after 1 January 2028.
The draft package consists of two general standards (one for general requirements (explaining double materiality, the value chain and how to prepare and present sustainability information) and one for general disclosures required), as well as specific standards for environmental and social disclosures, and a specific standard on governance. The Commission will consult EU bodies and Member States on the draft standards, with final standards expected to be adopted in June 2023, subject to scrutiny by the European Parliament and Council of the EU.
Finance Bill 2022-2023 introduced to Parliament
On 22 November 2022, the Finance Bill 2022-2023 was introduced to Parliament and given its first reading. The Bill will put on legal footing several of the fiscal measures announced in the Autumn Statement 2022 (see “News” above). Changes from the Autumn Statement would be implemented across two Finance Bills: an Autumn Finance Bill 2022 and a Spring Finance Bill 2023.
Practical Law publishes report on trends from 2022 reporting and AGM season
Practical Law has published its annual reporting and AGM round-up providing an analysis of key trends relating to narrative reporting and AGM resolutions from the 2022 reporting and AGM season. The report is based on a review of the notices of AGM and annual reports of 268 FTSE350 companies and 51 AIM companies. Key findings include:
- Nearly 75% of companies held a physical meeting this year. Only five companies conducted fully virtual AGMs.
- As at 14 October 2022, 84 FTSE100 companies had achieved at least 33% female representation on their boards and, of these, 57 companies had 40% or more female representation at board level. AIM UK50 companies had 20% female representation on their boards.
- 80 FTSE100 and 96 FTSE250 disclosed that their board comprises at least one director from a non-white ethnically diverse background.
- 17 FTSE350 companies tabled climate-related resolutions at their 2022 AGM. Of the 20 resolutions tabled, 17 were board-proposed and three were shareholder-requisitioned.