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Companies Act 2006

Section 1269: Corporate governance rules

1632.Section 1269 inserts new section 89O into FSMA which gives the Authority a power (under Part 6 of FSMA) to make rules implementing, enabling the implementation of or dealing with matters arising out of Community obligations on corporate governance of issuers on a regulated market.

1633.This rule-making power will enable the Authority to make corporate governance rules to cover issuers for whom the UK is the home member State, and whose securities are traded on a regulated market in the UK or elsewhere in the EEA.

1634.Subsection (2) sets out the type of corporate governance provision covered by this rule making power. These include:

  • the nature, constitution or functions of the organs of issuers;

  • the manner in which organs of the issuer conduct themselves;

  • the requirements imposed on organs of the issuer;

  • the relationship between the different organs of the issuer;

  • the relationship between the organs of the issuer and the members of the issuer (or holders of the issuer's securities).

1635.Subsection (3) provides that greater burdens must not be imposed by corporate governance rules on issuers whose securities are traded outside the UK than those imposed by corporate governance rules or listing rules on issuers with securities on UK markets.

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