News
29 January 2004
Q1. Do you support the proposed move to a regime which has overarching general principles supported by specific rules and guidance?
We strongly support the introduction of these overarching principles which will provide a comprehensive and clear framework within which companies are required to operate. We believe that these principles will further enhance the UK’s listing rules and ensure that we maintain our high standards of corporate governance.
At present, the Listing Rules lack a clear, comprehensive and integrated structure so can be confusing for users. The introduction of the overarching principles and the restructuring of the listing source book should help address this problem and are a welcome development.
Q24. Would you favour our having the power to disqualify a director of a listed company, where he has been involved in a serious breach of the Listing Rules? Do you have any views on whether this power should be exercised through the tribunal process or through the court?
We support the proposal to disqualify a director of a listed company, where he/she has been involved in a serious breach of the listing rules and believe that it would act as a deterrent. We believe that if the disqualification of directors’ is to be limited to listed companies then the power should be exercised through the tribunal process.
Q25. Do you agree that we should maintain the requirement for shareholder approval of Class 1 transactions?
‘We believe that retaining the requirement for shareholder approval through Class 1 transactions is important.
However we believe that there may be a case for relaxing the rules so that companies could gain general approval in advance for specific strategic moves e.g. Company A wishes to acquire subsidiaries its main line of business in Asia – shareholders could vote to give Company A approval to acquire such companies as specified.
We do not favour an extension of the Class 1 transaction requirements.
Q27. We welcome views on the quantitative criteria that should be applied to the classifiable transactions.
We see no evidence to suggest that there needs to be a change to the current criteria so would like to see the existing regime remain in place
Q29. What issues would you like us to address in streamlining the model code?
We believe that the provisions of the Model Code add value to the regulatory framework and along with the Combined Code has played a significant role in maintaining the high standards of corporate governance that the UK enjoys. We do however believe that the language could be improved and the code made more concise.
Q30. What are your views on giving the company secretary the role of clearance/approval to deal?
We support this proposal. In most circumstances the Company Secretary already undertakes this role and so this would simply clarify the situation within the rules.
Q33. Do you agree that companies should be allowed to disclose non-statutory figures alongside statutory ones, or do you think such disclosures should only be allowed if the disclosures are audited?
We agree that companies should be allowed to disclose non-statutory figures and that these figures should be audited if they appear alongside statutory information.
Q34. Do you think the requirement to report on forecasts should be removed where the information is not disclosed in a prospectus?
We agree with the proposed changes to Prospective Financial Information as outlined in sections 10.17-10.26 of the consultation document. They are will create a more practical and workable regime and are much overdue.
We believe it is important that if PFI is reported at any point, it is reported on subsequently. Most crucially, any differences between previous forecasts and current outlook need to be explained clearly.
Published: 29 April, 2004