The Combined Code
Primary listed companies subscribe to the principles laid down in the Combined Code (which sets out methods for best practice corporate governance) or must provide an explanation why they do not. Effective corporate governance helps boards achieve their strategic objectives and builds value in the business which ultimately benefits shareholders.
The Model Code
The Model Code restricts directors dealings on their own account in the company’s shares at certain times and governs the approval process as well as manner and timing of disclosure of such dealings at all other times. Through the Model Code, shareholder-directors are demonstrating to all other shareholders that they will not abuse their position for unfair advantage.
Class tests under the Listing Rules
Shareholders invest in a company based on the economics of its operation. Under the Listing Rules, prior shareholder approval or notice is required for primary listed companies to enter into a transaction outside its ordinary course of business and with certain ‘related parties’. The class tests are used to decide these circumstances.
Pre-emption rights
Pre-emption rights give existing shareholders in a company the right to subscribe for their pro rata share of any new shares in that company issued for cash. By subscribing to the pre-emption right regime, companies are providing investors with protection against inappropriate dilution of their investments.