December 2025 UK Corporate Governance Round-up

As 2025 drew to a close, a raft of corporate governance updates and reports were delivered. From voting guidelines to reviews of governance reporting, these will be valuable for public and private companies alike as they look towards the 2026 reporting and AGM seasons.

Of particular interest is the GC100’s Guidance on virtual meetings. Whilst a number of companies already hold hybrid meetings, this guidance is for listed companies wanting to hold entirely virtual meetings. For companies looking to modernise their AGMs in this way, the document sets out eight provisions for best practice with a focus on protecting and promoting shareholder participation, particularly in the context of holding boards to account. It is clear that the GC100 sees technology-led legal and governance frameworks as critical to maximising shareholder participation and ensuring that meetings remain accessible, efficient and fit for the future. This is definitely an area for boards to consider in the year ahead.

GUIDELINES

Glass Lewis 2026 UK Benchmark Guidelines

The UK Proxy Voting Policy Guidelines (which are not publicly available) help boards navigate the 2026 AGM season by setting out the opinions of a broad range of investors across a variety of topics. Key changes to the 2025 guidelines are set out below.

1. Shareholders are encouraged to vote against (rather than abstain from voting on) the re-election of an audit or remuneration committee chair where the committee is too small.
2. Where FTSE 350 boards do not comprise at least 40% women, it is recommended that shareholders vote against the re-election of the nomination committee.
3. At least half of the directors on the boards of AIM companies must be independent and such boards must include at least two independent non-executive directors.

GC100 Virtual Meetings Guidance

These Guidelines follow the 2021 discussion paper “Shareholder Meetings – Time for Change?” in which the GC100 committed to work with the Government, investor bodies and the Financial Reporting Council on best practice for listed companies to allow virtual participation in shareholder meetings.

The purpose of the guidance is to explain how companies can enable shareholders to question and hold directors to account in the context of a virtual meeting in the way that they would if they were to attend a meeting in person. Whilst the focus of the guidance is on AGMs, it refers to general meetings to cover all types of shareholder meetings.

The Guidance draws upon the UK Corporate Governance Code 2024 as well as the Good Practice Guidance for Company Meetings and sets out eight provisions for best practice for virtual meetings. These range from the chair confirming at the beginning of the meeting how shareholder questions relating to the business of the meeting will be addressed to having a dedicated area of the company website or virtual meeting platform which is kept up to date with latest information about the virtual meeting and which (in the case of a website) provides updates and details of any changes as soon as practically possible.

Whilst the Government has committed to amend the Companies Act 2006 to clarify that virtual meetings are permitted, the GC100 doesn’t expect this clarification to override companies’ articles of association. On this basis, companies without such provisions will need to seek shareholder approval to amend their articles of association before holding virtual meetings.

The Guidance goes on to say that where a company plans to table a special resolution to amend their existing articles of association or adopt new ones to allow virtual meetings, the company should consider seeking an initial time-limited authority for virtual meetings of up to five years. This period would allow companies to invest in technology and processes to deliver high-quality virtual meetings and enable shareholders to test virtual meetings and confirm if they meet their expectations of engagement and accountability. At the end of that initial period, the company could then seek approval to hold virtual meetings indefinitely.

REVIEWS OF REPORTING

Pre-Emption Group published Annual Monitoring Report 2024-2025

This Report considers how FTSE 350 companies have applied the Pre-Emption Group’s 2022 Statement of Principles for meetings held between 1 August 2024 and 31 July 2025.

The key findings are set out below.

1. More companies sought enhanced disapplication authority than in the previous period (77.6% compared to 67.1%).
2. 60.8% of companies tabled a resolution in relation to specified capital investment which is slightly down from 64.1% of companies in the 2023 – 2024 period.
3. The average percentage of votes against disapplication authority resolutions had increased from 4.7% to 5.1%.

Quoted Companies Alliance (“QCA”) Report on the QCA Corporate Governance Code

The QCA’s Code is a principles-based approach to governance for small and mid-sized quoted companies. It was first published in 2013 however the latest version was released in 2023 and so this report, which is based on research carried out in September 2025, is the QCA’s first opportunity to look at how companies are applying the updated framework.

In line with its strategy, the QCA was pleased to report that the QCA Code (whether that be the 2018 version or the 2023 version) was adopted by 92% of AIM-quoted companies, 73% of Acquis-quoted companies and 53% of Equity Shares (Transition) companies. Whilst only 26% of the AIM-quoted companies have adopted the 2023 Code, the majority of the companies who adopted the 2018 Code said that they would be adopting the new Code in their next financial year.

The QCA identifies that, amongst the group of companies which adopted the Code, smaller companies are more likely to report departures from it and make use of its flexibility. The QCA feel that this reflects that the Code continues to offer a “proportionate and principles-based framework” for growth companies and that in turn aligns with the policy goals of ensuring that AIM and Acquis remain suitable markets for that type of company.

PRIVATE COMPANIES

Financial Reporting Council’s insights on Wates Principles reporting

This is the FRC’s first piece of feedback on the quality of reporting against the Wates Corporate Governance Principles for Large Private Companies since it assumed responsibility for them on 1 January 2025.

For further details of the FRC’s findings, please see our article here.

The PERG 2025 Annual Report

The Private Equity Reporting Group (PERG) published its annual report on compliance during 2025 with the Walker Guidelines for Disclosure and Transparency in Private Equity, which is a voluntary code with enhanced disclosure and reporting requirements for the largest UK portfolio companies and their private equity owners.

The 2025 review looked at 98 portfolio companies and the 65 private equity firms which back them.

• A sample of approximately one third of the portfolio companies is reviewed for compliance with the disclosure requirements and all of them complied with the requirements. The PERG was disappointed that only 56% of the sample prepared disclosures to at least a good standard (noting this was up from 43% in 2024), with none of those companies preparing disclosures to an excellent standard.
• 74% of portfolio companies published their annual report on their website in a timely manner (down from 81% in 2024) and 84% did so in respect of their mid-year updates (again down from 85% in 2024).
• 9% of portfolio companies haven’t complied with any of the three components of the Guidelines applicable to them.
• All of the private equity firms published sufficient disclosures on their own websites in line with the Guidelines.

How can we help?

If you would like to discuss this review or corporate governance in general, please speak to your usual contact at Burges Salmon or AJ Venter, Guy Francis, Charlotte Hamilton or Nick Graves, head of the firm's Corporate Department.

The purpose of corporate governance is to facilitate effective, entrepreneurial and prudent management that can deliver the long-term success of the company.

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