UK Corporate Governance Code
(formerly the Combined Code) sets standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders.
All companies with a Premium Listing of equity shares in the UK are required under the Listing Rules to report on how they have applied the Code in their annual report and accounts. The relevant section of the Listing Rules can be found at: https://www.handbook.fca.org.uk/handbook/LR/.
The 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. Some of the provisions of the Code require disclosures to be made in order to comply with them. These are summarised in Schedule B to the Code.
It is important that companies provide clear and meaningful explanations when they choose not to apply one of the provisions of the Code, so that their shareholders can understand the reasons for doing so and judge whether they are content with the approach the company has taken.
The FRC's a paper titled What Constitutes an Explanation under 'Comply or Explain'? identifies a number of features of a meaningful explanation. These include, for example, providing a clear rationale for the action taken and describing any mitigating actions.
These features are also included in an introductory section of the Code. The FRC believes that this is helpful for companies to understand what is expected of them and for shareholders to have a benchmark against which to assess explanations.
Monitoring and Developments
Since 2011, the FRC has published an annual report on the implementation of the UK Corporate Governance and Stewardship Codes and related developments. The annual reports are available below.
Developments in Corporate Governance and Stewardship 2016
Developments in Corporate Governance and Stewardship 2015
Developments in Corporate Governance and Stewardship 2014
Developments in Corporate Governance 2013
Developments in Corporate Governance 2012
Developments in Corporate Governance 2011
The FRC also publishes guidance to boards to assist them in considering how to apply the Code to their particular circumstances. There are different pieces of guidance addressing board effectiveness, the role of audit committees and risk management, internal control, the going concern basis of accounting and the board’s longer-term viability statement.
The Code and the various guidance documents can be downloaded from this website. Printed copies are available from FRC publications at www.frcpublications.com.