Welcome to the second edition of Governance Insights – our UK publication in which the Corporate Governance Advisory Team at Herbert Smith Freehills Kramer explore an array of topical corporate governance issues and developments.

This year we cover issues ranging from artificial intelligence in the boardroom to responding to activist campaigns, from reporting on diversity, equity and inclusion to the state of play in relation to governance reform and of course not forgetting the perennial hot topic of executive pay.

Governance professionals have become well accustomed over the last few years to digesting new legislation, regulation and guidance. While the pace of change has slowed somewhat recently and the focus has shifted to implementing existing reform programmes, in our piece 'From identity checks to audit reform – Key governance developments to track in 2025 and beyond' we consider the status of various governance reform proposals and whether the soundbites that we are increasingly hearing from the government and regulators about streamlining and simplification are too good to be true.

One way that many people have sought to streamline and simplify workloads is by taking advantage of developments in technology, and generative artificial intelligence in particular, which is now for many a standard part of their working life. It is therefore not surprising that company secretarial teams are considering whether, and how, AI can assist them with their role. In 'Embracing artificial intelligence - Incorporating AI in the boardroom and beyondwe look at the benefits and risks of using AI in the boardroom and how to approach AI governance arrangements more generally.

The shifts in approach and sentiment towards Diversity, Equity and Inclusion activities continue to generate headlines.  But how can you handle diversity in approaches to diversity? This is an issue vexing those governance professionals responsible for corporate reporting and so in our piece "What happens when diversity approaches become diverse – managing divergent approaches to DEI" we consider the impact of the shift away from wide-scale support for DEI matters in some corners and how that may impact corporate reporting in the UK.

One area that does not get any simpler is sustainability reporting. With companies' reporting in this area under ever-increasing scrutiny from shareholders, stakeholders, regulators and activists, in our piece 'On your marks, get set … go! Preparing for ISSB reporting in the UKwe look at the forthcoming implementation of new sustainability reporting standards under ISSB in the UK, the state of play in Australia and the EU and consider what UK companies should do to prepare.

Sticking with the theme of sustainability, B Corps have been in the press with a new approach to accreditation having been launched earlier this year. This move was made to counter challenges that had been raised in some quarters in relation to the rigour with which the certification regime was being applied in practice. In our article 'New standards for B Corps: Redefining better business'.  published in conjunction with Practical Law Magazine, we look at the new standards which will need to be met by companies seeking to obtain, or retain, B Corp status.

With activist shareholder campaigns continuing to make headlines, it is becoming all the more important that governance professionals understand the activist playbook, what they can do to prepare and what happens if they are subjected to a campaign. In our piece, 'Pushing for change: How to respond to activist shareholderswe consider these issues and more.

And on the subject of headlines, executive pay issues remain a headline grabber. With the Investment Association having published its updated Principles of Remuneration in October 2024 giving listed companies greater flexibility in relation to their approach to executive remuneration, we ask 'Directors' remuneration – Has the picture changed?'.

In May 2025, we were delighted to speak to Jen Sisson, the CEO of the International Corporate Governance Network for the podcast that forms part of this series of articles. We discussed a wide range of topics relating to this year's reporting and AGM season as well as various corporate governance reform initiatives and Jen shared a number of insights into how investors are approaching these important issues and more.

We hope that you enjoy this series of articles and look forward to discussing any feedback you have on the issues they raise.

Key contacts

Gareth Sykes photo

Gareth Sykes

Partner, Head of Corporate Governance Advisory, UK, London

Isobel Hoyle photo

Isobel Hoyle

Knowledge Counsel, London

Caroline Hagg photo

Caroline Hagg

Senior Associate, London

Hannah Whitney photo

Hannah Whitney

Senior Associate, London

Sophia Tonoli photo

Sophia Tonoli

Associate (Australia), London

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London Europe Corporate governance Governance and risk management Feature Gareth Sykes Isobel Hoyle Caroline Hagg Hannah Whitney Sophia Tonoli