The CoSec Breakfast Series: Shaping the Future of UK Corporate Governance

The CoSec Breakfast series has gathered pace and popularity as a forum for company secretaries to share, reflect, and challenge the norms of corporate governance.

It’s now been a full year since I started the CoSec Breakfast at Cytec Solutions. In that time across 10 events, I’ve had 40 participants from 34 UK issuers, ranging from FTSE 20 to AIM 50 and many in between. This seems like a good time to reflect on what’s been discussed and what can be learned from it.

The sessions have revealed not just what’s on the agenda, but how the tone, depth, and direction of governance conversations are shifting. In this blog I will share the evolving themes ranging from internal controls to artificial intelligence, the discussions reflect a profession grappling with complexity, embracing innovation, and redefining its role in the boardroom.

Provision 29: Embedding confidence through controls

When the revised UK Corporate Governance Code introduced Provision 29 in January 2024, the initial reaction was one of caution. Conversations began with uncertainty. How much detail is enough, and what would proxies accept (more on this later)? Gradually, the tone shifted. Rather than debating whether to adopt early, governance teams began focusing on how to define material controls, demonstrate effectiveness, and align internal audit, finance, and secretariat functions.

What started as a regulatory requirement evolved into a broader reflection on governance. Some teams began preparing draft disclosures, others formed working groups to streamline control frameworks. The conversation matured from “Should we disclose early?” to “How do we embed this meaningfully?”, a sign that governance professionals are not just reacting to regulation but shaping its implementation.

ECCTA: From compliance burden to process improvement

The Economic Crime and Corporate Transparency Act (ECCTA) led to questions around director verification processes, timelines, and the role of ACSPs. Teams considered whether to outsource or manage the process in–house, and the lack of clarity from Companies House compounded the challenge.

As the months progressed, the conversation became more practical. Governance teams shared issues of mismatched names, server outages, and the logistics of verifying hundreds of directors across subsidiaries. The focus shifted to integration: how to embed verification codes into existing systems, manage data securely, and coordinate across geographic jurisdictions.

What began as a regulatory headache became a catalyst for process improvement. ECCTA is forcing governance teams to address the limitations of their current systems and prompted a re-evaluation of how director data is managed, stored, and validated.

AI in the Secretariat: Moving from questions to practical use

Artificial intelligence entered the conversation tentatively. Initial discussions were exploratory: could AI help with disclosures, director training, or minute taking? There was scepticism, especially around boardroom use and data privacy. But, as the year unfolded, the tone shifted.

Governance teams began trialling AI for summarising board papers, drafting governance sections of reports, and automating KYC processes. Some used AI to triage emails, others to generate first drafts of minutes or policy documents. The conversation moved from “Is this safe?” to “Where are the easy wins?”

Importantly, the dialogue around AI became more nuanced. Rather than viewing it as a potential replacement, professionals saw it as a support tool, akin to a junior team member or intern needing guidance. Concerns about accuracy and security remained, but the appetite for experimentation grew. AI is no longer on the horizon; it’s becoming part of the governance toolkit.

Reframing the annual report

The annual report has long been a cornerstone of corporate governance, but its purpose is being questioned. Early discussions focused on the sheer volume of content and the balance between compliance and communication. Some boards asked, “Does anyone read this?” Others debated whether the report is owned by compliance or marketing.

Over time, the conversation shifted towards simplification and stakeholder relevance. Governance teams began engaging with investors to understand what they value and exploring ways to make reports more accessible. The rise of sustainability obligations added another layer, prompting questions about an integrated or separate sustainability report.

There is a school of thought that the value of the annual report is more of a strategic communication tool than compliance exercise. Governance professionals are rethinking its structure, purpose, and audience, balancing regulatory demands with meaningful engagement.

AGMs and Shareholder Engagement: Transforming a ritual into meaningful connections

While AGMs are a regulatory requirement, their format and function have come under increasing scrutiny. Early conversations highlighted low attendance, high costs, and limited impact. Some questioned whether virtual/hybrid formats could replace physical meetings.

As the year progressed, the conversation deepened, and shareholder activism brought new urgency. Governance teams shared experiences of requisitioned resolutions, proxy influence, and the need to engage retail shareholders more meaningfully.

Participants discussed how AGMs might be improved. Ideas emerged around retail engagement days, quarterly investor meetings, and more interactive formats. The AGM is evolving from a procedural requirement to a potential platform for dialogue and transparency.

Proxy Advisors: Persistent Frustration and Cautious Adaptation

Across the CoSec Breakfast series, proxy advisors have been a consistent topic of conversation. Early discussions revealed a sense of frustration. Proxy reports were often described as inaccurate, formulaic, or disconnected from the nuanced realities of individual companies. Attendees noted examples of factual errors in voting recommendations, misinterpretations of annual report disclosures, and a lack of responsiveness.

A recurring theme was the tension between Provision 29’s “comply or explain” principle and proxy expectations. While regulators encourage thoughtful explanation, proxy advisors often default to recommending a vote against or red-top ratings for non-compliance, regardless of context. This has led some governance teams to question whether the flexibility promised by the UK Corporate Governance Code is truly viable in practice.

A recurring theme was the tension between Provision 29’s “comply or explain” principle and proxy expectations. While regulators encourage thoughtful explanation, proxy advisors often default to recommending a vote against or red-top ratings for non-compliance, regardless of context. This has led some governance teams to question whether the flexibility promised by the UK Corporate Governance Code is truly viable in practice.

During the course of the series, the tone shifted. Company secretaries began to speak more strategically about proxy engagement. Several participants described proactive outreach to advisors, sometimes successfully correcting errors or softening voting recommendations. Others emphasized the importance of early engagement, particularly in remuneration policy years, where rationale and narrative can make a meaningful difference.

Conclusion: Governance in Motion

The CoSec Breakfast series has revealed a profession in motion. Governance conversations are no longer static, they’re dynamic, reflective, and increasingly strategic, particularly at board level. Provision 29 is prompting deeper governance practices. ECCTA is driving process innovation. AI is becoming more integrated into the everyday whilst the role and purpose of annual reporting and AGMs is being challenged.

These shifts suggest a gradual broadening of the company secretary’s role, from a focus on compliance to a more strategic contribution. As regulatory demands grow and stakeholder expectations change, governance professionals are working to adapt and support decision-making more effectively.

Join us at the next CoSec Breakfast to be part of the conversation shaping the future of UK corporate governance.