Preparing for the 2026 AGM and reporting season

As the 2026 AGM and reporting season gets underway, we give an overview of the key issues affecting listed and AIM companies.

 

AGM ARRANGEMENTS

Consistent with recent years, in-person physical meetings continued to be the favoured format of meeting in 2025 with the number of hybrid meetings falling slightly compared to the previous two years. Whilst the GC100 Guidance for virtual meetings published in December 2025 may encourage companies to take advantage of technological advances to maximise shareholder participation and engagement, it seems unlikely there will be significant moves towards virtual only AGMs until the government legislates to remove the ambiguity in the Companies Act 2006 regarding virtual meetings. In the meantime, companies may wish to consider the GC100 guidance and determine if there are any other changes they could make to further facilitate the participation of a broad range of shareholders.

 

SHARE CAPITAL RESOLUTIONS

Allotment authority

The proportion of companies seeking the additional one-third allotment authority has remained consistent with previous years. As noted last year, there are still a significant number of companies not utilising the full flexibility permitted under the Share Capital Management Guidelines 2023 as they continue to restrict the use of the additional one-third allotment authority to rights issues only despite the 2023 guidelines extending the authority to open offers.

Disapplication of pre-emption rights

The latest report published by the Pre-Emption Group in December 2025 indicates that over three quarters of companies sought the extended disapplication authority allowed under the Pre-Emption Group's Statement of Principles 2022 with the most common authority being two resolutions of 12% of the issued share capital each (one for general authority and one in respect of an acquisition or specified capital investments).

 

ESG

Directors’ remuneration

Director remuneration remains an area that is heavily scrutinised with director related resolutions receiving more significant dissent than other types of resolution. The Investment Association's letter to Remuneration Committee Chairs published in November 2025 reiterated the importance of clearly articulating the key decisions regarding director remuneration made during the year and why those decisions are right for the company's business strategy and how they will impact its future success.

Climate change

Last year, we anticipated that the UK would endorse versions of the Sustainability Disclosure Standards in 2025 which would have required additional disclosures to be made with effect from financial years beginning on or after 1 January 2026. However, the UK endorsed versions are now expected in 2026 which would result in additional disclosures being required in annual reports from 2027.

 

CORPORATE GOVERNANCE

The 2026 reporting cycle will see the first reporting under the FRC's 2024 Corporate Governance Code (Code), other than in relation to Provision 29 of the Code, which takes effect one year later. Provision 29 relates to the board declaration regarding monitoring the company’s risk management and internal control framework and its effectiveness.

The FRC in its 2025 Annual Review of Corporate Governance Reporting reminds companies to produce annual reports that are concise and suit the company's own specific circumstances.

 

FURTHER GUIDANCE

For further information or advice on any of the matters discussed in this publication, or to obtain a copy of our annual report and accounts checklist for officially listed or AIM companies, please get in touch with your usual Corporate contact at DLA Piper.