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The Luxembourg Stock Exchange has published a revised edition of its Principles of Corporate Governance: see here (pdf).

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The Australian Securities and Investments Commission has published a report titled Surveillance of credit rating agencies: see here (pdf). The report presents the results of ASIC's review of credit rating agencies' governance arrangements, transparency and disclosure, between 1 January 2016 and 31 October 2017. It contains six recommendations. All of the licensed credit rating agencies in Australia - six in total - were part of the surveillance activity conducted under section 912E of the Corporations Act 2001.

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The Court of Appeal gave judgment earlier this week in Ogale Community & Ors v Royal Dutch Shell Plc & Anor [2018] EWCA Civ 191 (on appeal from [2017] EWHC 89 (TCC); [2017] WLR(D) 52). At issue was the potential liability in tort of a parent company - Royal Dutch Shell Plc (RDS) - for the environmental damage caused by leaks of oil from pipelines and infrastructure in the Niger Delta, stemming from the operations of a subsidiary company.

It was argued that RDS owed the Nigerian claimants a duty of care because (1) it controlled the pipeline operations in Nigeria from which the leaks occurred, or (2) it had assumed direct responsibility to protect the claimants from the damage caused by the leaks. At first instance it was held that there was no arguable case that a duty of care arose. This finding - albeit with criticism of the way in which the trial judge had reached it - was upheld by a majority in the Court of Appeal (Chancellor and Simon LJ; Sales LJ dissenting).

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The Prudential Regulation Authority has published a consultation paper in respect of its proposed expectations regarding firms' governance and risk management of algorithmic trading: see here (pdf). The consultation paper includes, as an appendix, the supervisory statement that the PRA intends to publish. The PRA is proposing that a firm's governing body should be required to explicitly approve the governance framework for algorithmic trading. A review of firms by the PRA completed between November 2014 and March 2017 revealed that not all firms’ algorithmic trading activities were adequately captured in their governance frameworks.

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The Scotland Act 1998 (Insolvency Functions) Order 2018 came into force earlier this month. The Order will result in the Scottish Ministers and a Minister of the Crown being able to make rules for the winding-up of companies in Scotland, irrespective of whether those rules relate to reserved matters under Schedule 5 of the Scotland Act 1998. Further information is available in the note at the end of the Order as well as the accompanying explanatory memorandum: see, respectively, here and here (pdf).

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Here is a further update on the Bill that will, when enacted, make changes to the governance framework by amending the Canada Business Corporations Act, the Canada Cooperatives Act, and the Canada Not-for-profit Corporations Act. The Bill has begun Third Reading in the Senate, with debate starting last Thursday.  Hansard, the record of debate, is available here and the text of the Bill is available here. Among the changes proposed are those relating to the election of directors (including annual elections and votes for individual directors), the disclosure of information regarding board diversity and communications with shareholders.

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The Prudential Regulation Authority has published Policy Statement 1/18 Strengthening Individual Accountability in Insurance - Optimisations to the SIMR: see here (pdf). The statements confirms various changes being made to the PRA Rulebook in respect of insurers, including requiring the separation of the chief executive and chairman roles at large insurance firms and, for solvency II firms and large non-directive insurers, to put in place a policy promoting diversity on the governing body.

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The Taxation of Securitisation Companies (Amendment) Regulations 2018 were laid before Parliament today come into force on 28 February: see here. The explanatory memorandum (here, pdf) accompanying the Regulations explains their purpose: to make provision for specific areas of uncertainty over the appropriate tax treatment of securitisation companies, through amendments to the existing Taxation of Securitisation Companies Regulations 2006.

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The Pensions and Lifetime Savings Association has published its review of AGM voting in 2017, focusing in particular on identifying cases of significant shareholder dissent (20% or more of the votes cast) in FTSE350 companies: see here (pdf). The PLSA found that 56 FTSE250 companies and 17 FTSE100 companies experienced significant dissent in respect of at least one AGM resolution in 2017.

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The Financial Conduct Authority has published a consultation paper setting out proposed changes to its Handbook in respect of the changes introduced by the EU Benchmarks Regulation (EU 2016/1011) and the UK's Financial Services and Markets Act 2000 (Benchmarks) Regulations 2018: see here. The 2018 Regulations were laid before Parliament today, accompanied by an explanatory memorandum (here, pdf).

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