Corporate Governance UK
“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”
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: email@example.com and online at: www.frcpublications.com.
A UK Corporate Governance Code that is fit for the future
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.”