March’s news

Guidance to reporting on payment practices published

On 5 March 2025, the Department for Business and Trade (DBT) published updated guidance for entities required to report on their payment practices and performance under the Reporting on Payment Practices and Performance Regulations 2017 (as amended).

Removal of over-lapping requirements from the directors’ remuneration reporting framework

On 5 March 2025, the DBT published the draft Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025, together with a draft Explanatory Memorandum. The regulations will repeal most of the requirements relating to the reporting of directors’ remuneration which were added in 2019 to implement part of the EU Shareholder Rights Amending Directive in the UK.

Proposed Cyber Governance Code of Practice

On 5 March 2025, Government published a research report detailing results from a pilot of the proposed Cyber Governance Code of Practice. The code formalises Government’s expectations for company directors to govern cyber risk as they would any other principal business risk.

HMRC and Companies House to close joint online filing service

On 6 March 2025, Companies House announced that its joint online filing service, which enables companies to file their accounts and company tax returns with Companies House and HMRC at the same time, will close on 31 March 2026. Companies House advises companies to download and save at least three years’ worth of accounts filings ahead of the deadline as they will not be able to access any previous filings on the joint online filing service after 1 April 2026.

FCA proposes amendments to related party transactions rules

On 7 March 2025, the Financial Conduct Authority (FCA) published a quarterly consultation paper, in which it proposes, among other things, amendments to the UK Listing Rules (UKLR) regarding related party transactions by closed-ended investment funds. The FCA proposes to amend UKLR 11.5.5R (relevant related party transactions) to include a requirement from the old listing rules (LR 11.1.7R(4)) which, in summary, had the effect of requiring the company to exclude the related party and their associates from voting on the shareholder resolution on the transaction. Feedback is requested by 14 April 2025.

FRC launches digital reporting tool

On 10 March 2025, the Financial Reporting Council (FRC) announced the launch of its Digital Reporting Viewer, a new search tool to improve access to structured company reporting data. The tool has been developed as part of the FRC’s role in leading discussions on the transition away from paper reporting.

Parker Review publishes 2025 report on ethnic diversity

On 11 March 2025, the Parker Review published Update Report: Improving the Ethnic Diversity of UK Business, which sets out findings from its latest voluntary census on the ethnic diversity of the boards and senior management of the FTSE 350. The report highlights continued progress during 2024 towards meeting the Parker Review’s benchmark recommendations on board composition.

IOSCO publishes report on AI use cases in capital markets

On 12 March 2025, the International Organization of Securities Commissions (IOSCO) published a consultation report on AI use cases, risks and challenges in capital markets. The report aims to create a shared understanding among IOSCO members of the issues, risks and challenges that emerging AI technologies used in financial products and services may pose to investor protection, market integrity and financial stability. It is also designed to help members as they consider their regulatory responses to AI.

FCA update on enforcement investigation proposals

On 12 March 2025, the FCA published the letter it has sent to the House of Commons Treasury Select Committee, relating to its proposals for greater transparency of enforcement investigations.

FCA publishes Primary Market Bulletin 54

On 14 March 2025, the FCA published Primary Market Bulletin No 54, which addresses strategic leaks and the unlawful disclosure of inside information. The FCA urges firms to take precautions when dealing with inside information and adopt a firm stance to combat any form of unlawful disclosure.

Government consults on mandatory ethnicity and disability pay gap reporting

On 18 March 2025, the Office for Equality and Opportunity launched a consultation seeking views on how to implement mandatory ethnicity and disability pay gap reporting for large employers (those with 250 or more employees). Large employers are already required to report on gender pay gaps and Government aims to use a similar reporting framework for ethnicity and disability reporting. The closing date for responses is 10 June 2025.

FRC sets out three-year strategy

On 20 March 2025, the FRC published its strategy for 2025-2028 and its annual business plan, setting out its high-level priorities for the next three years and its more specific plans and intended expenditure for 2025 to 2026.

FRC publishes updates to reflect changes to non-financial reporting requirements

On 21 March 2025, the FRC published updates to existing publications to reflect changes to non-financial reporting requirements that come into force from 6 April 2025 under the Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024. The FRC has also published an accompanying Summary Document, outlining the changes and key considerations for stakeholders.

Government updates guidance on transparency in supply chains

On 24 March 2025, the Home Office published an updated version of its Statutory Guidance: Transparency in supply chains. The guidance assists businesses in preparing their annual modern slavery statements as required under s 54 Modern Slavery Act 2015. The updated guidance explains what Government expects from modern slavery statements and provides practical advice to support businesses in undertaking meaningful action to tackle modern slavery.

FCA launches five-year strategy

On 25 March 2025, the FCA published its Strategy: 2025 to 2030, setting out the regulator’s vision and priorities for the next five years. It hopes to deepen public trust in financial services, rebalance the sector’s collective attitude to risk and improve consumers’ financial lives.

HM Revenue & Customs publishes technical note on PISCES

On 26 March 2025, HM Revenue & Customs published a technical note giving information on employee shares and PISCES, the new intermittent trading platform for private company shares.

Consultation on stamp duty exemption for shares traded on PISCES

On 26 March 2025, HM Treasury published draft regulations for technical consultation which provide exemption from stamp duty and stamp duty reserve tax for transfers of admitted PISCES shares in connection with trading that takes place on a PISCES under the Financial Market Infrastructure sandbox arrangements. The consultation ends on 23 April 2025.

Amendments made to the UK Listing Rules

On 28 March 2025, the FCA published Handbook Notice 128, which sets out amendments made to the FCA Handbook and other material to reflect the 2024 UK Corporate Governance Code.

Looking ahead to April 2025

1 April – companies in scope of the Reporting on Payment Practices and Performance Regulations 2017 will be required to publish additional information relating to retention clauses in qualifying construction contracts with their suppliers for financial years beginning on or after this date.

6 April – new company size thresholds come into effect.

6 April – capital gains tax rate increases to 14% where business asset disposal relief and investors’ relief apply.

6 April – 18% and 28% CGT rates that apply to carried interest consolidated into a single unified rate of 32%.

6 April – employer National Insurance contributions increase from 13.8% to 15%. The threshold at which employers become liable to pay contributions on an employee’s salary reduces from £9,100 to £5,000 per year.

8 April – individuals can voluntarily verify their identity at Companies House from this date.

14 April – closing date for feedback on changes to UKLR 11.5.5R (relevant related party transactions).

23 April – closing date for consultation on stamp duty exemptions for shares traded on PISCES.

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