Governance Insights 2026
Navigating a path through change

Welcome to our third edition of Governance Insights – our UK publication by the Corporate Governance Advisory Team at Herbert Smith Freehills Kramer exploring a wide range of corporate governance hot topics.

This year’s edition is a bumper one with key developments across all aspects of the governance landscape, from corporate reporting, through company administration to board governance. Significant change lies ahead – this collection of articles is designed to help you make sense of that change and prepare for what comes next.

As we have said before, governance professionals are well versed when it comes to digesting and responding to new legislation, regulation and guidance. Those skills will have been on display again this year, and with a raft of developments on the horizon they will have no time to get rusty over the next few years. Our article “Governance reforms in 2026 – Same same but different” sets out the full picture of where reforms stand currently, and where they are heading over the next few years.

One of the most consequential developments over the last 12 months was the publication of the Government’s root and branch consultation on modernising corporate reporting in September, which takes in almost every aspect of the annual report and accounts, as well as a host of non-reporting issues. In “Information overload – How much disclosure do investors and creditors really want” we evaluate the Government’s proposals for reform.

Sticking with the theme of reporting, in two separate articles we cover new disclosures which will be required in the 2027 annual report in relation to Provision 29 of the UK Corporate Governance Code and in the 2028 annual report for the revised sustainability-related reporting regime. Our article “Is everything under control? Complying with Provision 29 in practice” summarises the reporting aspects of revised Provision 29 and sets out guidance on how to draft disclosures on the activities carried out to monitor and evaluate internal controls. In our article “The starting gun has fired – Where next for ISSB reporting?” we examine the roll-out of ISSB-aligned reporting in Australia and the UK, and explore the approach to sustainability-related reporting being adopted in the EU and the US.

Paper share certificates may have been evidence of legal ownership since the mid-19^th century but it seems their days are numbered, for traded companies at least. Taking forward the recommendations of the Secondary Capital Raising Review and the 2025 Digitisation Taskforce report, the Dematerialisation Market Action Taskforce has set out its proposals for the implementation of the first step towards the full digitisation of share ownership. Our piece “After the dinosaurs and the dodo, share certificates are about to become extinct – What dematerialisation means in practice” sets out what is changing and what companies should be doing to prepare and when.

According to AI, two of the most common reasons why directors of UK listed companies attract press attention are pay and incentives, and corporate governance controversies. Given that attention, and demands, on NEDs are hitting new heights, in “Great(er) expectations – Who would be a non-executive director of a UK plc?” we consider what effective board oversight looks like in practice and what this means for NED recruitment, support and remuneration.

Finally, we ran a survey over the summer seeking views on some of the burning governance and reporting issues of the day. Thank you to those of you who responded. We hope that you find the summary of the views expressed, which are set out in “Governance Leadership survey – Taking the temperature on the issues of the day”, informative. If you would like to discuss any of the issues raised in the survey, please do not hesitate to contact us.

We hope you enjoy this collection of articles and we look forward to discussing the issues raised in them with you.