On 17 February 2010 the London Stock Exchange (LSE) published AIM Notice 36. This provides feedback on AIM Notice 35 published in December 2009, which consulted on proposed changes to the AIM Rules for Companies (AIM Rules) relating to directors’ remuneration and electronic communication with shareholders, and it confirms the necessary AIM Rule changes.
The following changes are made to the AIM Rules with effect from 17 February 2010:
- Directors’ remuneration - AIM Rule 19 has been amended to require an AIM company to provide disclosure of each director's remuneration earned in respect of the financial year in its annual audited accounts. The LSE has defined “directors’ remuneration” to include emoluments and compensation (including cash and non-cash benefits), share options and other long term incentive plan details and the value of any contributions paid by the AIM company to a pension scheme. This requirement must be implemented by AIM companies with a financial year end of 31 March 2010 or later but AIM Notice 36 confirms that the information disclosed as directors’ remuneration does not need to be audited under the AIM Rules.
- Electronic communication - The guidance notes to AIM Rules 14 and 19 have been amended to provide all AIM companies (including those companies not subject to the Companies Act 2006) with the option of using electronic communications to send annual accounts and admission documents on a reverse takeover to shareholders. Companies not subject to the Companies Act 2006 will only be able to make use of this provision if their constitution and the legal requirements of their jurisdiction of incorporation allow and the guidance notes to Rules 18 and 19 set out the requirements which must be satisfied by such companies if they are to use electronic communications. The LSE has defined “electronic communication” to mean communications sent either by email or published on the AIM company’s website pursuant to AIM Rule 26.
The LSE has made a new version of the AIM Rules (dated February 2010) available on its website. These include the above changes and certain other minor changes to update the AIM Rules, and are effective as at 17 February 2010.