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Charles Russell Corporate Finance Group
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January 2005 Articles
1 ABI Guidelines on Executive Remuneration >>more>>
2 UKLA Guidance on the circulation of draft listing particulars, announcements under Chapter 9 of the listing rules and amending a transaction post-shareholder approval >>more>>
3 FSMA - consultation on changes to high net worth individuals and sophisticated investor exemptions >>more>>
4 International Accounting Standards >>more>>
5 OFR UPDATE >>more>>
6 Stop Press - Accountants remuneration and Crestco standard wording for issuer documentation >>more>>

 

Public Companies Update January 2005

6 STOP PRESS

6.1 Specimen Wording on Issuer Documentation Published by Crestco Ltd

On 9 November 2004, CRESTco Ltd placed specimen wording for issuer documentation (further details of which are set out below) on its website to assist CREST share issuers, following the recent changes it introduced in July 2004. Those changes enabled:

Share issuers to electronically transmit combined dividend and interest payments by CREST message with the supply of tax vouchers in electronic form (rather than in hard copy as previously required);
CREST members to elect to take electronic dividend and interest payments from share issuers (where those payments have been previously permitted by the issuer in question) through the CREST system; and
CREST members to make electronic dividend elections to share issuers (e.g. elections as to currency, scrip issues or dividend re-investment plans) by CREST message.

The specimen documentation includes a draft set of Articles of Association, a sample pro-forma mandate, a notice for sending by issuers to shareholders, and a sample dividend election form. The specimen documentation can be found on CRESTco Ltd's website which is located at: http://www.crestco.co.uk/basic/publications/model_wording/payment-of-dividends.html

6.2 Disclosure of Auditor Remuneration - Draft Regulations Issued by DTI for Consultation

The DTI published draft regulations on 6 January 2005 for consultation which would require all companies which are not classified as "small" or "medium" sized companies (i.e.- those that need to file a full set of accounts at Companies House) to disclose details of all remuneration paid to its auditors for audit and all other services supplied. The regulations are likely to come into force on 1 October 2005 and are designed to address concerns that have previously been expressed about potential conflicts of interest which may arise between an accountancy firm's role as auditor to a company and as the provider to that company (or associated company) of other non-audit related services. The draft regulations propose that each service and all remuneration (of whatever kind) paid for that service must be separated out individually in the notes to the financial statements. It will be a criminal offence for any director who fails to disclose all relevant information. Further details are contained in the DTI's consultation paper which can be located at: http://www.dti.gov.uk/consultations/files/publication-1423.pdf.

If you require further information on any matter covered in this note, please contact your principal contact at Charles Russell or Simon Gilbert, Katy Knight, Clive Hopewell or Alexander Keepin (London), Francis Rundall or Richard Norton (Cheltenham) or Catherine Drew or Geoff Sparks (Guildford) on 0207 203 5000.

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Please note that the summaries above are a general indicative guide only. They are not exhaustive. This information has been prepared by the firm as a service to our clients. As it is a general guide, we recommend that you seek professional advice before taking action. No liability can be accepted by the firm for any action taken or not taken as a result of this information. The firm is not authorised under the Financial Services and Markets Act 2000 but we are able in certain circumstances to offer a limited range of investment services to clients because we are members of the Law Society. We can provide these investment services if they are an incidental part of the professional services we have been engaged to provide.