Company Secretary Update – June 2017

1. Register of Persons with Significant Control (PSC Register) update

UK Companies and LLPs have been required to prepare and maintain a PSC Register since 6 April 2016. The Fourth Money Laundering Directive must be implemented by member states by 26 June 2017. This legislation will make the following changes to current requirements on people with significant control information:

• From 26 June 2017 – the PSC Register won’t be updated annually through the confirmation statement. Instead specific forms PSC01-PSC09 will need to be used to inform Companies House whenever there’s a change. Entities will have 14 days to update their PSC Register and another 14 days to send the information to Companies House;
• From 26 June 2017 – the PSC regime will be extended to include some companies which are currently exempt. It is possible that this will require companies with shares admitted to trading on AIM or ISDX to comply with the PSC regime; and
• Companies House has also confirmed that it plans to work to improve the accuracy of PSC data through implementing new compliance activities. This will include contacting entities with unclear PSC data to help them complete their records properly. It will also make it easier for those accessing information on the register to report problems with the information by introducing a “report it now” button. It will also review its guidance so as to better assist entities to identify their PSCs correctly and provide the right details for inclusion on the register.

2. Gender Pay Reporting – don’t get caught out!

From 6 April 2017 employers in the UK with 250 staff or more are required to publish annual reports relating to gender pay. The obligation applies to private, voluntary and public-sector organisations. Because the requirement is for an annual report, affected organisations need to produce and publish a report by 4 April 2018 (30 March 2018 for public sector organisations).

The contents of the report must include the following figures:

• The organisation’s gender pay gap, both in terms of mean and median averages;
• The organisation’s gender bonus gap, again both by mean and median averages;
• The proportion of men and women in the organisation receiving bonuses;
• The proportion of men and women in each quartile of the organisation’s pay structure.

Alongside these figures, organisations must also publish a written statement, signed by an ‘appropriate person’, confirming that the information published is accurate. Who is an appropriate person depends on the type of organisation involved, but will essentially be the most senior employee in the organisation (or where there is a group of senior employees of the same level, one of those employees). Reporting organisations must publish the report on their website and submit it to the government’s gender pay reporting website. For more information, see our detailed briefing here.

3. Deregulation: exempt charity vs registered charity – what’s the difference and why does it matter?

What’s the difference?

Under the Charities Act 2011 charities are either registered with the Charity Commission or exempt from registration. Most exempt charities are not required to register with the Charity Commission because they already have another principal regulator. Housing associations which are also registered charities or community benefit societies have in the past been exempt from registration because it has been expected that the Homes and Communities Agency (HCA) would fulfil the role of principal regulator. Similarly, whilst housing associations which are companies limited by guarantee have been required to register with the Charity Commission, the Charity Commission has taken a back seat in regulation due to the role played by the HCA as regulator.

However, following the implementation of the deregulatory measures introduced by the Housing and Planning Act 2016 on 6 April 2017 the position has changed for registered charity housing associations.

Why does this matter?

The deregulatory measures included the removal of the consent regime for the disposal of property by a housing association. The consent regime has instead been replaced with a notification regime. The impact of this is that, due to the removal of the requirement to obtain consent under section 172 of the Housing and Regeneration Act 2008 or section 133 of the Housing Act 1988 which previously overrode the provisions of section 117 of the Charities Act 2011 (which requires registered charities to obtain the consent of the Charity Commission to dispose of their properties, unless they fall within an exemption or satisfy certain requirements), the consequences for registered charity housing associations is likely to be significant.

The deregulatory measures have further implications for disposals between entities within a group structure, for example a wholly-owned commercial property vehicle subsidiary. The Charity Commission’s consent is now required for disposals from a registered charity housing association to its wholly owned commercial subsidiary.

What can you do?

We’ve prepared a detailed thought piece of the impact of the deregulatory measures and how we can support your organisation, this is available by email please contact Rose Klemperer if you would like a copy.

4. SPOTLIGHT: The General Election – what could it mean for housing?

The 2017 snap general election means more uncertainty in the housing sector, which has seen so much upheaval over the last Parliament. A general election means an even greater shift in housing policy. It also means that the expected end to transferring local authorities’ ‘golden share’ in housing associations will be further delayed (an ebriefing on this can be accessed here).

The parties’ manifestos have been published ahead of the 2017 general election and there is a common theme: house building. All three main parties pledge to build more homes (a lot more!) and better homes. We have produced a summary of each party’s key housing policies below:

Conservative manifesto

Theresa May has not backed down on the Conservatives’ pledge to build 1 million homes by 2020. In fact, under her government, May promises a further 500,000 homes by 2022 (1.5 million homes total by 2022).

How is this to be achieved? Through the reforms proposed in the Housing White Paper (an ebriefing can be accessed here) to free up land for development, using modern methods of construction and more pressure on councils and housing associations to use new powers to build homes. Housing will be ‘high-quality, high density’ to meet demand and slow the rise in housing prices. The tools at councils’ disposal will be further increased, including through reform to compulsory purchase orders to make them easier and less expensive for councils to use.

Other policies include building new fixed-term social houses with an automatic Right to Buy for tenants after 10-15 years.

Labour manifesto

Labour pledge that they will build over a million new homes and at least100,000 council and housing association homes per year for affordable rent or sale by the end of the next Parliament.

A new Department for Housing will be established, tasked to improve the number, standard and affordability of homes. Labour will ‘overhaul’ the HCA into a centralised housing delivery body and, echoing the Housing White Paper, councils will be given new powers to build more homes. Brownfield sites and New Towns will be targeted, with the green belt protected.

Labour would scrap the Conservatives’ ban on long-term council tenancies, abolish the bedroom tax and end the Right to Buy, except where councils can prove that one-for-one replacements are possible, as well as reinstate Housing Benefit for 18- to 21-year-olds, removed under the Conservative government.

An inflation cap on rent rises will be introduced to increase protection for leaseholders with further power devolved to the Mayor of London to give renters in London additional security.

Liberal Democrat manifesto

The Lib Dems promise to nearly double the current level of house building to 300,000 homes a year by 2022. This will be achieved by directly building homes through a government commissioning programme and at least ten new Garden Cities in England.

Policy changes to facilitate increases in house building will include a lift on the borrowing cap for local authorities (while simultaneously increasing the borrowing cap of Housing Associations) and targeting ‘buy to leave empty’ homes with a 200% Council Tax increase. The Lib Dems will also establish a new government-backed British Housing and Infrastructure Development Bank to provide long-term capital for major new settlements.

Innovatively, they are proposing a new ‘rent to own’ model, where rental payments would give tenants an increasing stake in the property, owning it outright after 30 years (as well as giving them first refusal to buy their home should the landlord decide to sell). In addition the Lib Dems will penalise land-banking developers with a “use it or lose it” policy, with a penalty on failure to build after three years of winning planning permission, and introduce a “community right of appeal” in cases where planning decisions go against the approved local plan.

Contact Rose Klemperer.

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