As legal, regulatory and governance expectations continue to evolve, boards must stay informed about the shifting landscape shaping corporate accountability, reporting, and risk oversight. In this briefing—produced by Board Agenda in association with Ashurst—we summarise the key developments affecting UK company directors and governance professionals, including updates on directors’ duties, reforms under the Economic Crime and Corporate Transparency Act, sustainability reporting, enforcement actions, and national security legislation. These developments have implications for board compliance, disclosure obligations, and strategic decision-making in the months ahead.

1. Director duties under review

A private member’s bill introduced in Parliament proposes significant changes to directors’ duties by amending Section 172 of the Companies Act 2006. The proposed reform would require directors to explicitly consider environmental and employee interests alongside shareholder value.

While the bill lacks government backing and may not become law, it reflects growing pressure to embed broader stakeholder accountability in company law. Boards should note this directional shift in public and political expectations.

2. Corporate governance guidance updated

The Quoted Companies Alliance has issued updated guidance for remuneration and audit committees and published a new guide for nomination committees. These are designed to support implementation of the QCA Corporate Governance Code (2023).

Boards of smaller listed companies may find these guides useful in reviewing committee responsibilities and effectiveness in line with evolving expectations.

3. Economic crime and corporate transparency: reforms take shape

Progress continues on the implementation of the Economic Crime and Corporate Transparency Act (ECCTA), with Companies House stepping up enforcement and rolling out reforms.

Key developments include:

• Identity verification (IDV): From autumn 2025, all new directors, persons of significant control (PSCs), and those filing with Companies House must verify their identity. A 12-month transition will apply to existing directors and PSCs.
• Annual accounts overhaul: From April 2027, all companies must use software to file accounts. ‘Small’ companies will lose the option to file abridged accounts and must include a profit and loss account and directors’ report.
• Statutory registers centralised: Draft regulations will require companies to report information currently held in statutory registers (for example, directors, PSCs) directly to Companies House.
• Extension to LLPs and overseas entities: New rules will also apply to LLPs and foreign companies operating in the UK, including IDV and PSC requirements.

Boards should be aware that these changes signal a shift toward greater transparency, regulatory enforcement, and digitisation in corporate reporting. The position continues to evolve at pace; further updates will be provided in due course.

4. Regulatory enforcement: FCA rulings on executive accountability

In a high-profile case, the Upper Tribunal has upheld FCA sanctions against Metro Bank’s former CEO and CFO for their roles in misleading disclosures related to risk-weighted assets. While fines were slightly reduced, the case underscores the risks of inaccurate market communication and the personal liability directors face under the listing rules.

5. Listing rule amendments for investment funds

The FCA has made technical amendments to listing rules for closed-ended investment funds, closing a gap around shareholder voting exclusions in related party transactions. Boards in the investment sector should ensure compliance with the revised rules in force from 27 June 2025.

6. Foreign influence rules now in force

The UK’s Foreign Influence Registration Scheme (FIRS), launched on 1 July 2025, introduces new registration duties for individuals and organisations acting under the direction of foreign powers. While primarily national security focused, some commercial activities may fall within scope.

Boards should consider whether FIRS applies to their organisation and ensure appropriate compliance mechanisms are in place.

7. Government strategy on growth and regulatory reform

The Department for Business and Trade has published a ten-year industrial strategy targeting growth in eight high-potential sectors. Proposals include:
• Simplifying non-financial reporting requirements under the Companies Act
• Introducing a re-domiciliation regime for foreign companies
• Reforming notification rules under the National Security and Investment Act

Boards should monitor these policy directions, especially where sector-specific or regulatory implications may arise.

8. Towards a UK sustainability reporting framework

The UK government has opened consultations on adopting the IFRS Sustainability Disclosure Standards (S1 and S2) and mandating transition plan disclosures. Key points include:

• UK Sustainability Reporting Standards (UK SRS) will closely align with IFRS standards
• Companies may face a requirement to develop and disclose climate-related transition plans, possibly on a ‘comply or explain’ basis

The exact scope of entities remains unclear, but large listed companies and financial institutions are expected to be within scope. Boards should begin assessing internal readiness for sustainability disclosure frameworks and potential assurance requirements.

9. New IFRS guidance on transition plan disclosures

The IFRS Foundation has issued guidance to support organisations disclosing transition plan-related information under IFRS S2. While S2 does not require a formal plan, it mandates disclosure of material information on climate-related transition strategy and actions.

Boards should review the guidance to ensure appropriate strategic alignment and transparency around climate-related goals and risks.

Taken together, these updates reflect a regulatory environment increasingly focused on transparency, director accountability, and alignment with evolving stakeholder expectations. Boards and senior executives should ensure their organisations are preparing for the operational and governance impacts of these changes—particularly in areas such as identity verification, sustainability reporting, and disclosure reform. We will continue to track these developments and provide further briefings in collaboration with Ashurst as new regulations and guidance emerge.

The information in this general briefing was supplied by Ashurst. It is not, and does not attempt to be, comprehensive in nature and should not be regarded as legal advice.