On 12 March 2015, the Pre-Emption Group published a revised statement of principles for the disapplication of pre-emption rights (www.practicallaw.com/8-610-2036). The statement of principles enables a company, in addition to the general authority to disapply pre-emption rights over up to 5% of the issued ordinary share capital, to seek authority to issue non-pre-emptively for cash up to an additional 5% of the issued ordinary share capital in any one year in connection with an acquisition or specified capital investment.

Of the 149 FTSE 350 companies reviewed that published their 2015 notice of AGM on or after 12 March 2015, 30 companies (nine FTSE 100 and 21 FTSE 250 companies) proposed a resolution authorising the enhanced disapplication of pre-emption rights as permitted by the statement of principles. Each of these 30 companies also included a statement confirming that the authority will only be used for an acquisition or specified capital investment.

The 2014 AGM season saw the introduction of the new voting regime for directors' remuneration, which requires companies to seek binding shareholder approval for their remuneration policy at least once every three years (see feature article "Directors' remuneration reports: the final picture" and News brief "Directors' remuneration: the new regime finally starts").

Of the 208 FTSE 350 companies reviewed, 56 companies (13 FTSE 100 and 43 FTSE 250 companies) have proposed a resolution to approve the directors' remuneration policy either for the first time or to seek approval to amend the policy.

During the 2014 AGM season, the What's Market editors reviewed seven FTSE 350 companies that did not propose a resolution to approve the remuneration policy (see feature article "Remuneration reporting: current practice and future trends").

Four of these companies' financial year ends fell before 1 October 2013 and so they were not subject to the new regime but all four companies have proposed the requisite resolution at their 2015 AGM. The remaining three companies were non-UK incorporated companies and so were not subject to the Companies Act 2006 (2006 Act). However, it is interesting to note that all of these three companies proposed the resolution at their 2015 AGM, with two companies seeking an advisory vote only and one company seeking a binding vote.

Of the 56 companies that have proposed a resolution so far in the 2015 AGM season:

Taking into account the six new trading companies and the seven companies that did not propose a resolution during the 2014 AGM season, 43 companies have, so far in the 2015 AGM season, proposed a resolution to seek approval of the directors' remuneration policy at their AGM for a second consecutive year.

It is interesting to note that one company, Randgold Resources Limited, has decided to implement a one-year remuneration policy period and have two votes for shareholders each year: one in respect of the policy section and one in respect of the annual report on remuneration.

Of the 52 companies that proposed a resolution and have held their 2015 AGM, five companies received a substantial vote (being between 10% and 49.9%) against the resolution.

In September 2014, the Financial Reporting Council published a revised version of the UK Corporate Governance Code (the Code), which requires companies to make two separate statements in the annual report, one stating whether they consider it appropriate to adopt the going concern basis of accounting and the other a broader assessment of viability over a specified period (www.practicallaw.com/3-584-9227; see also feature article "Corporate governance: learning lessons from the past and looking to the future").

The revised Code applies to companies with accounting periods beginning on or after 1 October 2014 and so companies do not have to include a viability statement in their annual report until the 2016 reporting season. However, in their review, the What's Market editors analysed disclosures made by FTSE 350 companies in annual reports published so far in the 2015 season to see to what extent companies are making a reference to the new disclosures and whether any company has included a viability statement.

The review shows that over half of the FTSE 350 companies have either explained in this year's annual report the steps that they are taking to comply with the revised Code for the 2016 season, or made a note of the Code's revisions and confirmed that they will be in full compliance with them in the 2016 season. Three companies, Lancashire Holdings Limited, Derwent London plc and BAE Systems plc, have included a viability statement in this year's annual report.

A common approach taken by FTSE 350 companies has been to review and update the terms of reference of the company's audit and risk committee to reflect the changes introduced by the revised Code, in preparation for the company complying with the Code in the 2016 reporting season.