2009 Review of the Combined Code

The revised UK Corporate Governance Code (formally the Combined Code) published in May 2010 followed an extensive review.

In March 2009 the FRC launched the review with a call for evidence inviting views on these questions:

• Which parts of the Code have worked well? Do any of them need further reinforcement?
• Have any parts of the Code inadvertently reduced the effectiveness of the board?
• Are there any aspects of good governance practice not currently addressed by the Code or its related guidance that should be?
• Is the ‘comply or explain’ mechanism operating effectively and, if not, how might its operation be improved?

Further details are available in the consultation paper:

 Review of the effectiveness of the Combined Code: Call for evidence

The consultation closed on 29 May 2009. Copies of the responses to the consultation can be found at: Responses to March consultation on the 2009 Review of the Combined Code 

The FRC has produced summaries of the main points made in these responses, and in a separate series of meetings with the chairmen of UK listed companies held between April and June 2009.

 Summary of Responses: Review of the effectiveness of the Combined Code (July 2009)

Summary of FTSE Chairs meetings: Review of the effectiveness of the Combined Code (July 2009)

In addition the JCA Group conducted a series of interviews with investors, companies and advisers on behalf of the FRC to obtain their views on the effectiveness of shareholder engagement. A report on their findings can be found here.

In July 2009 the FRC published a progress report which invited views on the main issues to emerge from the first phase of the review.

 Progress Report: Review of the effectiveness of the Combined Code (July 2009)

Consultation on the issues raised in the progress report closed on 9 October 2009. Copies of responses to the consultations can be found at: Responses to July consultation on the 2009 Review of the Combined Code.

In December 2009 the FRC published a report on the findings. The report also set out the actions that the FRC proposed to take as a result of the review. The main findings and actions are explained in the ‘Executive Summary’ section of the report.

 Final Report

As a result of this review the FRC consulted on proposed revisions to the Code. Further details are available in the consultation paper.

 Consultation paper

The consultation closed on 5 March 2010. Copies of the responses can be found at: Responses to December consultation on the 2009 Review of the Combined Code

 May 2010 Report on Code consultation (127kb)

The revised Code was published in May 2010 and applies to financial years beginning on or after 29 June 2010. It replaced the 2008 edition of the Code.

 The Combined Code on Corporate Governance (417kb)