The Combined Code and associated guidance

The Combined Code on Corporate Governance sets out standards of good practice in relation to issues such as board composition and development, remuneration, accountability and audit and relations with shareholders.

All companies incorporated in the UK and listed on the Main Market of the London Stock Exchange are required under the Listing Rules to report on how they have applied the Combined Code in their annual report and accounts. Overseas companies listed on the Main Market are required to disclose the significant ways in which their corporate governance practices differ from those set out in the Code. From April 2009, under the FSA’s revised Listing Regime, all companies with a Premium Listing will be required to report on how they have applied the Code regardless of their country of incorporation.

The Combined Code contains broad principles and more specific provisions. Listed companies are required to report on how they have applied the main principles of the Code, and either to confirm that they have complied with the Code's provisions or - where they have not - to provide an explanation.

In March 2009 the FRC announced a review of the Combined Code, as a result of which it proposes to make a number of revisions to the Code. Consultation on these proposals ends on 5 March 2010. Copies of the consultation document and further details of the review can be found at: http://www.frc.org.uk/corporate/reviewCombined.cfm


Subject to the outcome of consultation it is intended that the revised Code - which will be known as the UK Corporate Governance Code - will apply to financial years beginning on or after 29 June 2010.

Current version of the Combined Code

The Combined Code was first issued in 1998 and has been updated at regular intervals since then. The current version of the Code is the June 2008 edition which applies to applies to accounting periods beginning on or after 29 June 2008.

 Combined Code June 2008 (417kb)

Printed copies can be obtained free of charge from FRC publications, tel: 020 8247 1264, email: customer.services@cch.co.uk and online at: www.frcpublications.com

The June 2008 edition incorporates changes made following a review of the impact and effectiveness of the Code held during 2007. Documents associated with the 2007 review can be found here

The changes:

• remove the restriction on an individual chairing more than one FTSE 100 company; and
• for listed companies outside the FTSE 350, allow the company chairman to sit on the audit committee where he or she was considered independent on appointment.

The June 2008 edition of the Code took effect at the same time as new FSA Corporate Governance Rules implementing EU requirements relating to corporate governance statements and audit committees. There is some overlap between the Rules and the Code, which is summarised in the Schedule tom the Code. The full Rules can be found on the FSA website. 
 

Associated guidance

The Turnbull guidance, which provides guidance to companies on how to apply the section of the Combined Code dealing with internal control (section C.2), can be found at www.frc.org.uk/corporate/internalcontrol.cfm

The FRC Guidance on Audit Committees (formerly known as the Smith Guidance) can be found at: http://www.frc.org.uk/corporate/auditcommittees.cfm

In addition the Higgs report contained best practice guidance relating to non-executive directors. While company boards are not required to follow this guidance, it is intended to assist boards when implementing the relevant provisions of the Code.

 Suggestions for good practice from the Higgs Report (118kb)