The Law Commission published its report on Technical Issues in Charity Law in September 2017 following a public consultation.
1. Companies House - confirmation statement filing guidance
Companies House has recently published guidance on the filing requirements for confirmation statements. This follows the requirement for every company to submit a confirmation statement in place of the annual return from 30 June 2016.
Delivering the statement
The statement is delivered by completing the form on webfiling (which incurs a £13 fee), or the paper form CS01 (which incurs a £40 fee). Unlike the annual return, the additional parts of form CS01 (parts 1 to 5) only have to be completed the first time the information is provided, or if there has been any change to the information since the company last submitted it. The 21 day period for returning the confirmation statement has also been shortened to 14 days after the end of the 12 month review period to submit the confirmation statement.
What to include in the statement
Notification must be given of any relevant events that occurred in the previous review period, such as changes to the registered office address and any change in director or company secretary.
The company must also provide information as to its principal business activities and a statement of capital (if altered from the last statement), including the breakdown of share capital (if applicable). The first confirmation statement will also include all of the information required for the ‘People with significant control’ register (“PSC Register”).
Failure to deliver the statement
If a company fails to deliver a confirmation statement within 14 days of the end of the review period, an offence is committed by the company, its directors (including shadow directors) and every other officer of the defaulting company. This includes a fine and a daily default fine for continued contravention.
For more information
2. New statutory instrument: The Disqualified Directors Compensation Orders (Fees) (England and Wales) Order 2016
On 30 November 2016, the Disqualified Directors Compensation Orders (Fees) (England and Wales) Order 2016 came into force. This follows changes to the directors’ disqualification regime made under the Small Business, Enterprise and Employment Act 2015 which makes several amendments to the Company Directors Disqualification Act 1986. Courts now have the power to make compensation orders against directors who have been disqualified for wrongful or unlawful trading. It is hoped this new measure will bring greater transparency and improved confidence to the insolvency system.
This instrument allows the Secretary of State to charge fees for the function of distributing funds to creditors under the terms of compensation orders and undertakings. This new statutory instrument reinforces the need for all directors to understand and adhere to their legal requirements.
3. Jargon buster – does your organisation have a senior independent director?
The senior independent director (“SID”) is a role described in the UK Corporate Governance Code and it is anticipated that charities will be recommended to consider utilising a SID under the new Voluntary Sector Code of Governance; however, it is not a term used widely in the housing sector.
For housing associations, the role of the audit chair often fulfils that of the SID. We’ve set out a bit more detail on what a SID is and what their role may include so that you can identify if your organisation has a SID equivalent or whether this is something you may wish to consider implementing:
- a SID is a non-executive director with additional responsibilities;
- the SID provides a sounding board for the Chair and, when required, a go-between for the other directors;
- the SID may attend meetings with shareholders to listen to their views and develop a balanced understanding of their issues and concerns;
- a SID should be available to shareholders whose concerns are not able to be addressed through the normal channels (of Chair, chief executive, or other executive directors); and
- the SID may also act to liaise with the Chair on behalf of the non-executive directors when arranging annual meetings to appraise the Chair’s performance.
4. SPOTLIGHT: data protection, a ‘Brexit’ update
The Government has already confirmed that the UK will be implementing the General Data Protection Regulation (GDPR) on 25 May 2018. However, it is unclear exactly what amendments will (if any) be made to current data protection laws once the UK leaves the EU.
In preparation for the new regulations, the Information Commissioner’s Office (ICO) has produced a 12 step check list. Whilst many of the GDPR’s main concepts and principles are the same as those contained in the Data Protection Act, the ICO states that there are new elements and significant enhancements.
Some of the changes introduced by the GDPR include:
- An increase in fines for breaches and the introduction of the ‘mega-fine’ for the most serious breaches – up to €20 million or 4% of global annual worldwide turnover can be imposed for the most serious breaches;
- A mandatory data protection officer;
- Extended reach – catches data controllers and processors outside of the EU;
- Widened definition of personal data;
- Changes to the content of privacy notices;
- Changes to the definition of consent; and
- Direct obligations on data processors.
The ICO recommends that organisations should start acting now to make sure that they are prepared for the changes.
For more information about the changes the GDPR will bring, please view our e-briefings by our data protection specialist, Jane Burns, can be accessed here. To help organisations prepare for these changes, the ICO also has a page of resources which can be accessed here.
5. Free company secretary resources list
We’ve compiled a list of some of the best free resources on the internet which contain relevant and useful information for Company Secretaries. Feel free to add them to your favourites list!
If your organisation is a company:
If your organisation is a registered society:
- Homes and Communities Agency's regulatory framework.
- National Housing Federation's code of governance guidance and checklist.
- Chartered Institute of Housing's free publications.
- Charity Commission guidance (we find the following very helpful: CC14, CC11 and CC3).
- Information Commissioner's Office guide to data protection.
For more information
Changing charitable purposes and amending governing documents.
Charity registration financial thresholds.
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