Modern Slavery review called for tighter rules
An independent review of the Modern Slavery Act commissioned by the Home Office, concluded in January that the s54 reporting obligations have had limited impact to date and recommended tighter rules.
Separately, the Home Office published summary guidance for making a modern slavery statement, setting out who needs to publish a statement, how to calculate turnover, and what factors to consider when determining whether an organisation has a demonstrable UK presence. The guidance also covers what to include in the statement and provides a checklist.
Executive pay disclosure rules
The Pay Ratio Regulations came into force in January. They require quoted UK public companies with over 250 UK-based employees to release details about the ratio of CEO pay to the median, 25% and 75% quartiles alongside explanations, as well as to explain the impact of share prices on executive pay. In addition to the reporting of pay ratios, the new laws also require all large companies to report on how their directors take employee and other stakeholder interests into account and require large private companies to report on their corporate governance arrangements.
EBA outsourcing guidelines for financial institutions
In March, we reported on the updated outsourcing guidelines produced for financial institutions by the European Banking Association. The guidelines apply to all financial institutions within the EBA's mandate including credit institutions, investment firms and payment and electronic money institutions.
Crucially, the majority of the guidelines apply only to "critical or important" outsourcings. Cloud outsourcing is not necessarily treated as a critical or important outsourcing, although the guidelines note that the special risks of such arrangements should be considered.
The UK government also published the Outsourcing Playbook which contains guidance on outsourcing decisions, contracting and running projects. It is aimed at commercial, finance and project delivery professionals in central government.
Digital Services Taxes
Both the UK and France got tired of waiting for an international or even EU agreement on taxing digital services and introduced (or tried to introduce) their own taxes.
UK
The UK government published its draft Finance Bill 2020 in July which was intended to introduce the new Digital Services Tax (among other things). The key features of the proposed tax were:
- It will apply to social media platforms, search engines and online marketplaces and any associated online advertising business.
- It will apply to relevant companies whose worldwide group revenues from these digital activities is more than £500m, of which more than £25m is derived from UK users.
- The tax will be 2% of group's revenues from in-scope activities. Businesses can opt to pay 80% of relevant profit margin instead under a 'safe harbour' to ensure the tax does not have a disproportionate effect on business sustainability.
- The first £25m of revenues from UK users will be exempt.
- The tax will be calculated at group level but liability will be at entity level. Groups will have to nominate a company to fulfil reporting obligations.
- A UK user is a user normally located in the UK. Where one party to a transaction is a UK user, the transaction will be in scope.
- Financial and payment service providers are exempt.
The tax was intended to apply from 1 April 2020 but the government has indicated that it is a temporary measure pending an international solution to the issue of cross-border digital businesses. Draft guidance was also published.
Technically the Bill has failed as it had not been passed when Parliament was prorogued for the general election and was not carried over. It remains to be seen whether it is reintroduced during the next session. Read more here.
France
France introduced its own Digital Services Tax in July. Read more here.
Law Commission report on electronic execution
In September, we covered the Law Commission's report on electronic execution of documents. The report summarises current law on the use of electronic signatures and makes a number of recommendations, chief of which is that an industry working group be set up to consider the issues raised in the consultation and to provide best practice guidelines. The Commission also suggested the government consider a wider review on the use of deeds.
The report concluded that the law is relatively clear on the use of electronic signatures, that they are capable of being used in law (subject to any specific contractual or statutory requirements) and are admissible in evidence. As such, the Law Commission did not recommend changing current law but did suggest that the government consider codifying it in order to gather it all into one place.
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