Governance leadership survey: Taking the temperature on key issues of the day

For more commentary on Provision 29, see our article Is everything under control? Complying with Provision 29 in practice.

Sustainability reporting

Fittingly, given where we are in the timing for the adoption of the new ISSB-aligned sustainability disclosure regime, levels of preparedness for the changes in reporting in this area lag behind where respondents are in relation to Provision 29.

Just under 70% of respondents observed that whilst work had started to reflect the transition to the new regime, this work was not yet significantly advanced. For those still at the start of their ISSB journey, the experience of Australian reporters, for whom the ISSB-aligned disclosures became mandatory in 2025, may be useful – see our article The starting gun has fired: Where next for ISSB reporting for further details.

Payment practices

While the general trend in corporate reporting developments as reflected in the Government’s recent consultation is to lessen the required disclosures, new requirements have been introduced in relation to payment practices. Asked about support for these new disclosures, equal numbers of respondents were not supportive of these changes as did not express a view either way. Only 24% of respondents were supportive. 

This lack of enthusiasm is unsurprising given the general view of the current reporting burden, coupled with the views expressed on whether these new disclosures will drive the change in behaviour the Government wishes to see in relation to payment practices in the UK.
 

 Company administration

There have been a number of interesting developments in matters pertaining to company administration, which those involved in company secretarial functions will have been keeping a keen eye on.  All of these developments have the potential to impact internal procedures for these teams.

ECCTA implementation

Since October 2023, the Government has been rolling out the changes being introduced by the Economic Crime and Corporate Transparency Act (ECCTA) in a phased manner, aware that the ECCTA represents the most seismic change to the operations of Companies House since its creation in the 19th century. We asked respondents how they have found the implementation of the new requirements brought into force so far and from the responses received it seems so far, so good.

Virtual AGMs

Virtual AGMs have been a topic for debate for a number of years, and the Government is seeking views on changes which could be made to the Companies Act 2006 as part of its Modernising Corporate Reporting consultation. Ahead of the consultation, the views expressed by respondents to our survey suggest a mixed picture when it comes to whether the proposed changes will be embraced. The majority (56%) were unlikely to hold virtual meetings. The marmite nature of this reform seems set to continue.

Share buyback procedures

The changes made by the Financial Conduct Authority (FCA) to the notification requirements following a share buyback allow companies to consolidate their notifications of buybacks into a single notification to cover a seven day period. Are companies taking advantage of the opportunity to skip the next business day 7.30am notification deadline? Of those respondents who expressed a view on this point, only a very small handful (less than 7%) are planning to continue with the old approach and make their announcement by 7.30am on the business day following the day of purchase. A welcomed relaxation introduced by the FCA it seems!

Dematerialisation

The implementation of the plan to introduce fully digital share ownership was popular with our respondents, with almost 90% stating that they were either strongly supportive or somewhat supportive of the proposal. For more detail on the implementation of this proposal, read our article After the dinosaurs and the dodo, share certificates are about to become extinct: What dematerialisation means in practice.

 AI

AI seems to be the most hotly debated topic in every walk of society at the moment and so inevitably questions surrounding the approach adopted towards AI were a key part of our survey. Interestingly the use of AI and its penetration into company practices still seems relatively limited. Maybe it’s a case of all talk, not much action – but how long will that last?

Looking at how the company currently uses AI to support the board, a wide range of use cases were cited, with identifying previous relevant information provided to the board and preparing first drafts of board papers or of minutes being the three most common activities mentioned. Focusing specifically on directors, the most common activities for which they seek to use AI are summarising current board packs, identifying previous relevant information provided to the board and providing potential questions to ask at board meetings.

Given the relatively low levels of use within the company secretarial teams, it is interesting to examine the factors identified by the respondents as constraining that use currently and to explore where their aspirations to grow the use of AI lie. The three most frequently cited constraints were the quality and reliability of AI output; concerns about confidentiality and privilege; and lack of training to build capability. As for aspirations for growth, four areas stood out amongst those identified: 

• drafting or reviewing the annual report and accounts;
• identifying previously relevant information provided to board members/the company secretarial team;
• preparing board minutes and other board materials; and
• drafting or reviewing the AGM notice.

 Board governance arrangements

In the wake of concerns voiced about the growing expectations being placed on board members, in particular non-executive directors (for more on this, see our article Great(er) Expectations: Who would be a non-executive director of a UK plc?), we asked respondents for insights into their information arrangements ahead of board meetings. The responses give an indication of the level of information directors are expected to digest and the timescales for doing so.

The responses to the question on the number of papers included in the average board pack varied significantly, with some packs including 5 or fewer papers and others receiving in excess of 20. The bulk of the responses fell in the range of 8-12 papers, with 10 papers being the most common response.

 The Governance Code wishlist

One final question we asked respondents was if the FRC were to open the Governance Code up for consultation, which provision would they most like to see reformed. As respondents had a free choice for their response, unsurprisingly provisions across the Code were identified. Those who were raised by more than one respondent were:

• Provision 29 on internal controls reporting;
• Provision 4 on significant votes against;
• Remuneration issues; and 
• General duplication with other legal and regulatory requirements.

Over half of the respondents did not identify any provisions for reform. Given all the reform and change facing governance professionals, maybe this is sign that one area of stability would be very welcome.

The survey was conducted between mid-July and mid-September 2026.