Recent Developments for UK PLCs — November 2026

Investment Association Sets Tougher Conditions for Virtual-Only AGMs

On 6 October 2026, the Investment Association (IA) published updated guidance on virtually enabled shareholder meetings. The guidance comes as the government consults on clarifying the law on virtual AGMs by making clear that a “place” of meeting can include virtual locations, where there is shareholder consent. The IA's guidance therefore sets out the investor safeguards that companies should expect to apply once the legal position is clarified. The IA reaffirms that AGMs are a critically important accountability mechanism, and that hybrid meetings remain its members' preferred format where a virtual element is used. 

Key points in the guidance include:

• Meeting conduct safeguards: The AGM format should be subject to a board decision which is explained to investors. Shareholders should be capable of being seen and heard by the board and other shareholders, and all directors should remain clearly visible on screen throughout the meeting. Companies should also have clear arrangements in place in case the technology fails.
• Shareholder questions: All shareholders should be able to ask live questions, and companies should be transparent about whether questions have been bundled or filtered (potentially using an independent third-party moderator). Shareholders should be able to ask follow-up questions, and a full record of submitted questions (including unanswered ones) should be published on the company's website after the meeting.
• Notice of meeting disclosures: The explanatory notes to the notice of meeting should confirm that the shareholder safeguards set out in the IA’s guidance (including those described in the two bullets above) will be in place. Where a company proposes a special resolution to amend its articles to permit virtual-only meetings, it should state whether it is seeking flexibility or intends to use a virtual-only format at the next AGM or later.
• Shareholder approval: Companies should seek re-approval for the continued use of a virtual element through an advisory ordinary resolution tabled every three years, starting on the third anniversary of the use of a virtual meeting. Notably, this is more stringent than the GC100's December 2025 guidance, which suggested that a period of up to five years before seeking further approval may be appropriate.

The guidance will apply to AGMs of companies with year ends on or after 30 September 2026. Companies that do not follow the guidance risk a "red top" from the IA's Institutional Voting Information Service (IVIS), both when seeking approval to amend articles of association that do not provide the assurances set out in this guidance and if they fail to seek shareholder re-approval of the virtual element of their shareholder meeting every three years. 

ISS’s Proposed Updates to Its Voting Policy Impact Smaller UK Companies

On 22 October 2026, ISS STOXX Governance (ISS) launched its consultation on proposed changes to its Benchmark voting policies for 2027. ISS expects to announce the final changes in late November or early December 2026, and they will take effect for shareholder meetings held on or after 1 February 2027.

Key points for UK-listed companies include:

• Revised QCA Code: The updated policy reflects the revised Quoted Companies Alliance Corporate Governance Code (QCA Code), which is commonly adopted by AIM companies. The revised QCA Code, published in November 2023, strengthened certain governance expectations, including recommending shareholder votes on remuneration policies and remuneration reports. The policy also takes account of the QCA Remuneration Committee Guide, published in July 2025. The guide sets out minimum disclosure recommendations that shareholders might consider when assessing these remuneration-related resolutions.
• AIM Rules changes: The proposals reflect the revisions to the AIM Rules made in August 2026 following consultation in June 2026. A focus of some of the revisions was to give companies greater flexibility over their use of recognised corporate governance codes, including by removing the requirement to adopt a specific code and report against it on a comply-or-explain basis.

AIM and other smaller UK-listed companies will want to consider how the updated policy may affect ISS's voting recommendations on their remuneration resolutions and governance disclosures ahead of the 2027 AGM season. Companies that have moved away from, or are reconsidering, a formal governance code following the AIM Rules changes will also want to consider how they explain their governance arrangements to investors.

Glass Lewis Holds UK Voting Guidelines Steady for 2027

In October 2026, Glass Lewis confirmed that its 2026 Benchmark Policy Guidelines for the United Kingdom will remain unchanged for 2027, as it moves away from its traditional single-house policy towards "multiple perspectives representing varied viewpoints of its clients". Glass Lewis said that it will keep policies current during this transition period by reflecting relevant regulatory and governance changes, but concluded that none of its UK policies need revision for 2027.

Nonetheless, Glass Lewis highlighted Provision 29 of the UK Corporate Governance Code, which applies to financial years beginning on or after 1 January 2026, requiring boards to report on the effectiveness of their risk management and internal control framework and to declare the effectiveness of material controls. As such, the quality of first-year declarations is likely to be closely watched.

The unchanged guidelines give companies a stable basis for planning the 2027 AGM season. However, as Glass Lewis moves to multiple policy perspectives, companies will want to engage with their major shareholders to understand their policy positions.

ESMA Widens the Grounds for Delaying Disclosure Under EU MAR

On 16 October 2026, ESMA published its Final Report on revised guidelines on delaying the disclosure of inside information under EU MAR. The revised guidelines bring the regime into line with the EU Listing Act changes that took effect from June 2026. Since then, issuers have only had to disclose the final event in a protracted process, not the intermediate steps. 

Key points for listed companies include:

• As proposed in the consultation, given that inside information related to intermediate steps in protracted processes is no longer subject to disclosure obligations until the final circumstances or event have occurred, ESMA has removed the legitimate interests for delay that related to protracted processes, such as M&A negotiations.
• ESMA has confirmed new grounds for delay where (i) a public authority orders confidentiality, (ii) the issuer needs to gather more information after an exceptional event such as a cyber-attack, or (iii) disclosure of commercially sensitive information would directly lead to the loss of a business opportunity. Following feedback, ESMA has added two further grounds for delay: (i) the appointment of a member of the issuer’s governing body or a manager holding a key position, and (ii) the delay of disclosure of inside information among companies within the same group.

The final guidelines are helpful to issuers subject to EU MAR and give more flexibility than the initial consultation proposals. UK-listed companies with EU-listed securities should update their disclosure policies and procedures and brief their disclosure committees on the new grounds. These changes represent a further area of regulatory divergence between EU and UK MAR, given the FCA previously reiterated in Primary Market Bulletin 52 that issuers subject to UK MAR must announce inside information on a timely basis during protracted processes, such as offer processes, periodic financial information, and CEO resignations.