Corporate Governance UK – Dedicated to improving Corporate Governance for all UK businesses

Welcome to  Corporate Governance UK
Dedicated to improving Corporate Governance for all UK businesses

December 4, 2020

Upcoming Courses / Events

Jan
18
Mon
2021
9:30 am Director’s Duties, Roles and Res... @ Zoom Video Conference
Director’s Duties, Roles and Res... @ Zoom Video Conference
Jan 18 @ 9:30 am – 3:00 pm
Director’s Duties, Roles and Responsibilities – Interactive Video Course 18 January 2021 @ Zoom Video Conference
The Director’s duties, roles and responsibilities course provides an essential overview of what is required of a company director together with practical steps that can be taken to ensure that the demands are complied with. …
Jan
19
Tue
2021
9:30 am Marketing for Non-Marketing Dire... @ Zoom Video Conference
Marketing for Non-Marketing Dire... @ Zoom Video Conference
Jan 19 @ 9:30 am – 3:00 pm
Marketing for Non-Marketing Directors – Interactive Video Course, Tuesday 19 January 2021 @ Zoom Video Conference
How directors and boards can take great strides in their understanding of strategic marketing Course Leader: Duncan Hall An energetic business leader, with significant experience in sales, marketing, business, product, and process development gained in …
Jan
20
Wed
2021
9:00 am How to become a Non-Executive Di... @ Zoom Video Conference
How to become a Non-Executive Di... @ Zoom Video Conference
Jan 20 @ 9:00 am – 4:30 pm
How to become a Non-Executive Director – Video Course 20 January 2021 @ Zoom Video Conference
Find out how you can obtain a Non-Executive Director position by booking a place on this interactive 1-day course.
Jan
21
Thu
2021
9:30 am Sales for Non-Sales Directors – ... @ Zoom Video Conference
Sales for Non-Sales Directors – ... @ Zoom Video Conference
Jan 21 @ 9:30 am – 3:00 pm
Sales for Non-Sales Directors – Interactive Video Course, Thursday 21 January 2021 @ Zoom Video Conference
Everything directors and boards need to know about sales but were afraid to ask Course Leader: John Hanson A highly engaged sales and results focused Business Leader / Sales Director, with strong execution skills and …

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The latest Corporate Governance News

Press release: Distribution firm’s collapse uncovers director’s previous ban

By HM Government Husband and wife disqualified for 16 years after distribution firm’s insolvency exposes that banned bankrupt was managing ...
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Press release: Bankruptcy restrictions extended for former Chief Executive

By HM Government Christopher Michael Hutcheson’s bankruptcy restrictions extended by four years after disposing of his share of property proceeds ...
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Technical Advisory Board (TAB) – Industry and Independent Members

By Debbie Wright Industry and Independent Members - Technical Advisory Board (TAB) Body: Technical Advisory Board Appointing Department: Home Office ...
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Official Statistics: Monthly Insolvency Statistics October 2020

By HM Government Statistics on new company and individual insolvencies in England and Wales, and related statistics for Northern Ireland ...
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Press release: Developer jailed after diverting customer payments

By HM Government Banned developer jailed for 27 months after diverting £91,000 of customer payments to his personal account. From:: ...
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Press release: North-East restaurateur banned for tax abuse

By HM Government Sunderland restaurant boss has been disqualified from running companies for 7 years after owing tax authorities £130,000 ...
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Department for Work and Pensions – Non-Executive Departmental Board Member(s)

By Debbie Wright Non-Executive Departmental Board Member(s) – Department for Work and Pensions Body: Department for Work and Pensions Appointing ...
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Reddit welcomes Paula Price to its Board of Directors

By Debbie Wright By Talent4Boards Team Talent4Boards - Great Talent builds Great Boards – USA, CA –  Reddit today announced ...
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Renold announces Andrew Magson to its Board as Non-Executive Director

By Debbie Wright By operator Feed Up Talent4Boards - Great Talent builds Great Boards – UK, Wythenshawe –  Renold PLC ...
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Financial Reporting Council – Chair

By Debbie Wright Chair - Financial Reporting Council Body: Financial Reporting Council Appointing Department: Department of Business, Energy and Industrial ...
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Summary
Corporate Governance UK
Article Name
Corporate Governance UK
Description
The purpose of corporate governance is to facilitate effective, entrepreneurial and prudent management that can deliver the long-term success of the company
Author

Corporate Governance UK

Corporate Governance UK

Definition

“Corporate governance is the system by which businesses are directed and controlled.”
(Cadbury Report, UK)
 
“Corporate governance is one key element in improving economic efficiency and growth as well as enhancing investor confidence. Corporate governance involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined. Good corporate governance should provide proper incentives for the board and management to pursue objectives that are in the interests of the company and its shareholders and should facilitate effective monitoring.”
(OECD Principles, 2004, Preamble)
 
“The purpose of corporate governance is to facilitate effective, entrepreneurial and prudent management that can deliver the long-term success of the company.”
(UK Corporate Governance Code)

Why is Corporate Governance important?

“The country’s economy depends on the drive and efficiency of its companies. Thus, the effectiveness with which their boards discharge their responsibilities determines Britain’s competitive position”
(Cadbury)

UK Corporate Governance Code

The UK Corporate Governance Code (formerly the Combined Code) sets out 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://fsahandbook.info/FSA/html/handbook/LR/9/8.

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.

The new edition of the Code was published in September 2012 and applies to reporting periods beginning on or 1 October 2012.

Companies reporting on reporting periods beginning before 1 October 2012 should continue to report against the June 2010 edition of the Code, although they are encouraged to consider whether it would be beneficial to adopt some or all of the new provisions in the revised code earlier than formally expected.

The FRC also publishes guidance to boards and board committees 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 the audit committee, risk management and internal control and going concern and financial reporting.

The Code and guidance can be downloaded from the FRC website. 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.

A UK Corporate Governance Code that is fit for the future

16 July 2018

Today the FRC has released the 2018 UK Corporate Governance Code which puts the relationships between companies, shareholders and stakeholders at the heart of long-term sustainable growth in the UK economy. The new shorter, sharper Code is the product of extensive consultation.

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.

Sir Win Bischoff, Chairman, FRC, said:

“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.”

Opinion

Recent articles about Corporate Governance

What makes a good NHS Non-Executive Director?

The Francis and Keogh reports highlight the need for good governance and effective Non-Executive Directors in the NHS Both Francis ...
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What skills do Non-Executive Directors need?

Use this checklist to see if you have the skills Non-Executive Directors need to be effective Regardless of any specialist ...
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How to write a Non-Executive Director CV

A Non-Executive Director CV is different from an Executive CV The skill-set required to be a successful Non-Executive Director is ...
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10 things Non-Executive Directors can do to satisfy their legal responsibilities

Falling foul of the law can have serious consequences for Non-Executive Directors - here are 10 steps you can take ...
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Working with the board in the 21st century

Challenges Boards of organisations of all shapes and sizes in the private, public and voluntary sectors face new challenges due ...
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The UK Corporate Governance Code 2014 Update

The Financial Reporting Council (FRC) has issued an updated version of the UK Corporate Governance Code (the Code) The latest ...
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board

Is your board dysfunctional?

Does your board have directors who trust each other, are committed, are comfortable with conflict, hold each other to account ...
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company directors

Exactly what should company directors do?

For the first time in law, the 2006 UK Companies Act sets out what a company directors duties are The ...
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Exactly what should directors do?

For the first time in law, the 2006 UK Companies Act sets out what a company directors duties are The ...
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Books

Books on Corporate Governance

Risk Management and Financial Institutions

The most complete, up to date guide to risk management in finance Risk Management and Financial Institutions explains all aspects ...
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Corporate Governance: Mechanisms and Systems

This exciting new text provides a complete introduction to Corporate Governance. It deals with the control and direction of companies ...
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Takeovers, Restructuring, and Corporate Governance (5th Edition)

For undergraduate and graduate courses on Mergers and Acquisitions, or as a supplement for Business or Corporate Finance, Economics, or ...
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Performance Measurement in Corporate Governance: DEA Modelling and Implications for Organisational Behaviour and Supply Chain Management (Contributions to Management Science)

In the global knowledge economy, corporate governance, organisational behaviour and performance of the supply chain are becoming increasingly important aspects ...
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Corporate Governance: Theory and Practice

Recent financial crises and instances of corporate malpractice have prompted many questions about how companies are run - and whether ...
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Corporate Governance and Accountability

Presents a full discussion of corporate governance issues, adopting a holistic approach. Comprehensively updated and incorporates new codes of practice, ...
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Corporate Governance: Principles, Policies and Practices

Taking an international perspective, Bob Tricker examines different models and theories of corporate governance and applies them in a real ...
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Corporate Governance

Building on the success of the last three editions, this textbook provides both undergraduate and postgraduate students with an accessible ...
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Business Strategy and Corporate Governance in the Chinese Consumer Electronics Sector (Chandos Asian Studies: Contemporary Issues and Trends)

Summary: This book analyzes how China's firms in the consumer electronics (CE) sector have developed their business strategy and corporate ...
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