Digitisation Taskforce – Final Report

ShareSoc and UKSA Combined Position Statement 

A Step Forward for Modernisation and, if done properly, for Governance 

ShareSoc and UKSA welcome the publication of the Digitisation Taskforce’s Final Report as an important milestone in modernising UK capital markets.  

The recommended path to digitisation through implementation of a fully intermediated securities chain has the potential to enhance shareholder engagement and reduce administrative burden and cost. Subject to important caveats, it can strengthen the transparency and effectiveness of underlying beneficial owners’ (UBOs’) stewardship and, as a result, improve corporate governance. 

Digitisation offers an excellent opportunity to: 

  • Enhance efficiency inmaintaining registers of beneficial interests, allowing companies to communicate effectively with their owners. 
  • Improve inclusiveness and accessibility for retail investors, ensuringtimely and reliable information flows and the ability to seamlessly engage with corporates and corporate actions. 
  • Strengthen governance by embedding clear standards for UBO rights in a digital environment.

We particularly welcome the Taskforce’s recognition of the need for a legislated Shareholder and Underlying Beneficial Owner Bill of Rights. While critical details remain to be refined, this initiative provides a valuable framework for ensuring that all investors, whether on the share register or a UBO, retain meaningful participation in company decisionmaking.  

We have identified certain fundamental matters in the report, the detailed implementation of which must be satisfactorily addressed during the technical phase: 

  1. Ensuring that all UBOs inherit all shareholder rights enshrined in the Companies Act 2006. 
  2. Ensuring that the baseline service, including all shareholder rights enshrined in the Companies Act, associated with the Bill of Shareholder and UBO Rights is made available to UBOs without incremental charge (except where such charge is expressly envisaged within CA 2006). Costs currently born by issuers in respect of certificated shareholders should not be transferred to shareholders/UBOs. 
  3. Safeguarding UBOs’ interests in the event of failure of an intermediary. 

      We note that the report recommends that email addresses should not be included in the public register available for inspection or copying. We believe that the protection of personal data afforded by the “proper purpose” requirement is adequate, and that this recommendation flies in the face of the transparency intended by CA2006 S116-119. We would like to see this element of the report reversed. 

      We also note that the taskforce has recommended dropping the “headcount test” for schemes of arrangement per CA 2006, Part 26. We regard this test as an important protection for minority investors. We also believe that transparent identification of UBOs will resolve historical difficulties in applying the test. We would like to see this recommendation revisited so that it becomes a headcount of UBOs. 

      ShareSoc and UKSA see this report as a solid foundation for progress. Codifying the rights of UBOs – intermediated share investors – has the potential to re-enfranchise retail investors and to revive the concept of corporate ownership. With careful implementation and ongoing dialogue, digitisation can become a catalyst for stronger corporate governance and a more inclusive investment landscape. 

      We will continue to engage constructively with the Dematerialisation Market Action Taskforce (DEMAT) and with policymakers and issuers to ensure that digitisation delivers on its promise: a system that is both modern and efficient, while safeguarding the essential rights that underpin shareholder, to be UBO, democracy. 


      January 2026
       

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