A UK Corporate Governance Code that is fit for the future
News types: Codes and Standards Announcements
Published: 16 July 2018
This Code places emphasis on businesses building trust by forging strong relationships with key stakeholders. It calls for companies to establish a corporate culture that is aligned with the company purpose, business strategy, promotes integrity and values diversity.
There is a renewed focus on the application of the Principles – the FRC wishes to see clear, meaningful reporting. Investors and proxy advisors must assess explanations carefully and not take a tick-box approach.
The main changes include:
- Workforce and stakeholders: There is a new Provision to enable greater board engagement with the workforce to understand their views. The Code asks boards to describe how they have considered the interests of stakeholders when performing their duty under Section 172 of the 2006 Companies Act.
- Culture: Boards are asked to create a culture which aligns company values with strategy and to assess how they preserve value over the long-term.
- Succession and diversity: To ensure that the boards have the right mix of skills and experience, constructive challenge and to promote diversity, the new Code emphasises the need to refresh boards and undertake succession planning. Boards should consider the length of term that chairs remain in post beyond nine years. The new Code strengthens the role of the nomination committee on succession planning and establishing a diverse board. It identifies the importance of external board evaluation for all companies. Nomination committee reports should include details of the contact the external board evaluator has had with the board and individual directors.
- Remuneration: To address public concern over executive remuneration, the new Code emphasises that remuneration committees should take into account workforce remuneration and related policies when setting director remuneration. Importantly formulaic calculations of performance-related pay should be rejected. Remuneration committees should apply discretion when the resulting outcome is not justified.
“Corporate governance in the UK is globally respected and is a framework trusted by investors when deciding where to allocate capital. To make sure the UK moves with the times, the new Code considers economic and social issues and will help to guide the long-term success of UK businesses.
This new Code, in its new shorter and sharper form, and with its overarching theme of trust, is paramount in promoting transparency and integrity in business for society as a whole.”
Business Secretary Greg Clark said:
“Britain has a good reputation internationally for being a dependable place to do business, based on required high standards. It is right that we keep under review and update our corporate governance code to ensure the highest standards.
“That is why I supported the FRC in deciding to update their Corporate Governance Code, and I am pleased to see the revised Code.
“These changes will drive improvements in how boardrooms engage with employees, customers and suppliers as well as shareholders, delivering better business performance and public confidence in the way businesses are run. They will help the UK remain the best place in the world to work, invest and do business.”
- UK Corporate Governance Code - July 2018 (PDF)
- Guidance on Board Effectiveness - July 2018 (PDF)
- 2018 UK Corporate Governance Code - FAQs
- Feedback statement: UK Corporate Governance Code (PDF)
- Feedback statement annex: UK Corporate Governance Code (PDF)
- Key highlights of the Code (PDF)
- Open letter from Sir Win to company chairs (PDF)
- Open letter from Sir Win to investors (PDF)
- Open letter from Sir Win to proxy advisors (PDF)