Business Briefing A CAPITA COMPANY SECRETARIAL SERVICES MAGAZINE - PDF document

Business Briefjng | 1 Business Briefing A CAPITA COMPANY SECRETARIAL SERVICES MAGAZINE JULY 2013 Inside this issue 4 A quarterly publication from Corporate Social Capita Company Secretarial Responsibility – Non fjnancial reporting Services keeping you updated 7 on current industry issues The Glass Ceiling - still not yielding 11 Directors and Offjcers Liability Insurance – Dispelling the Myths 14 First fjne for breach of the Model Code – a lesson for us all? 16 AND FINALLY • QCA publishes revised Corporate Governance Code • New ICSA guidance note on cyber risk • Model Articles amended by Mental Health Discrimination Act

Supporting you throughout the IPO process Your IPO is an exciting and challenging time. To help you with these challenges Capita‘s collective experience in Company Secretarial Services, Accounting, Share Registration and Investor Relations enable us to provide you with proactive support before, during and after your IPO. Our areas of expertise means we can: • Prepare your company to join AIM or the LSE main market • Offer you a wide breadth of IPO services in a joined up and cohesive manner • Help you with IPO project management and delivery • Work alongside your existing team and advisers to ensure your new regulatory obligations are met • Ensure you meet best practice and investor expectations To learn more about how we can help you throughout this process, please contact: Georgina Morgan, Director, Capita Company Secretarial Services on +44 (0)7736 385 663 or email georgina.morgan@capita.co.uk Share registration and associated services are provided by Capita Registrars Limited. Registered in England No. 2605568. Regulated services are provided by Capita IRG Trustees Limited, which is authorised and regulated by the Financial Services Authority (FSA Register number 184113). Registered in England No. 2729260.

Business Briefjng | 3 INSIDE THIS ISSUE Business Briefing W Mark Cleland elcome to the summer edition of Business Briefjng. In this issue we look at the European Commission’s new takes a look at directive on non-fjnancial reporting, including the what we have to key Corporate Social Responsibility, the key requirements and the Commission’s intentions behind these. offer readers in the latest issue of With the number of women being appointed to board level Business Briefing slowing down, Phil Kershaw looks at the latest fjgures and the progress being made to encourage greater board diversity, according to the Davies and Cranfjeld reports. K & L Gates will be examining the Directors’ and Offjcers’ liability insurance policies and shedding light on the cover provided by them, the benefjts they offer and some of the key issues that directors and offjcers need to be aware of. After recent events, Tracey Brady will be reminding us of the importance of understanding and complying with the Model Code on directors’ dealings. We look at the necessary policies and procedures that all listed companies need to be aware of. We are pleased to be able to confjrm that this publication is CPD accredited so counts towards your Mark Cleland, annual professional learning objectives. Director of Corporate Services, Capita Registrars Please email capitatraining@ We hope you fjnd this edition informative and capita.co.uk if you welcome your comments and queries - please would like to be sent email: bus.brief@capitaregistrars.com a certifjcate.

4 | Business Briefjng CORPORATE SOCIAL RESPONSIBILTY Corporate Social Responsibility – Non-fjnancial reporting The focus on non- fjnancial reporting has increased steadily in recent years. M ost organisations are now familiar its communication in October 2011 regarding a with reporting against non-fjnancial renewed strategy for 2011 – 2014 for Corporate measures of performance and Social Responsibility. providing narrative descriptions of their key activities and developments alongside fjnancial From its investigations and research, the reporting. Commission concluded that only a limited number of EU companies regularly disclose Reporting specifjcally on matters of Corporate non-fjnancial information, and that the quality Social Responsibility (“CSR”) is perhaps, of such information varied considerably. however, less familiar to many organisations, with the exception of large, high profjle In February this year, in response to the organisations, or those with specifjc social or recommendations of the Commission, the environmental remits. This is something that European Parliament adopted two resolutions the European Commission would like to see on CSR as follows: change in the not too distant future. 1. CSR: Accountable, transparent and The Commission has published a new draft responsible business behaviour and Directive on enhancing the transparency sustainable growth of certain large companies on social and environmental matters, which will amend the 2. CSR: Promoting society’s interests and a Fourth and Seventh Accounting Directives route to sustainable and inclusive recovery on Annual and Consolidated Accounts. In this article we will consider the key requirements The publication of the draft Directive followed of this Directive and the Commission’s in April 2013. intentions behind these. From its Increased transparency through two investigations and research, A Directive shaped over 15 years new requirements the Commission concluded that only The background to the Directive is complex, The Commission’s intention is that the a limited number having been shaped by numerous EU driven implementation of the Directive increases EU of EU companies consultations, stakeholder workshops and companies’ transparency and performance on regularly disclose recommendations in this area over the past environmental and social matters which will, non-fjnancial 15 years. Most recently, these include its in turn, contribute effectively to long term information consultation on ways to improve non-fjnancial economic growth and employment within disclosures in 2010, its consultation on the EU Europe. Corporate Governance Framework in 2011, and