What is the UK Corporate Governance Code?
Which companies must apply the corporate governance code?
Companies with a premium listing at the London Stock Exchange are required to report on how they have applied the Corporate Governance Code.
The Corporate Governance Code sets out standards of good practice in relation to issues such as board composition and development, remuneration, accountability and audit, and relations with shareholders.
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.
The main principles of the Code
Every company should be headed by an effective board which is collectively responsible for the long term success of the company.
There should be a clear division of responsibilities at the head of the company between the running of the board and the executive responsibility for the running of the company's business. No one individual should have unfettered powers of decision.
The chairman is responsible for leadership of the board and ensuring its effectiveness on all aspects of its role.
As part of their role as members of a unitary board, non-executive directors should constructively challenge and help develop proposals on strategy.
The board and its committees should have the appropriate balance of skills, experience, independence and knowledge of the company to enable them to discharge their respective duties and responsibilities effectively.
There should be a formal, rigorous and transparent procedure for the appointment of new directors to the board.
All directors should be able to allocate sufficient time to the company to discharge their responsibilities effectively.
All directors should receive induction on joining the board and should regularly update and refresh their skills and knowledge.
The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties.
The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors.
All directors should be submitted to re-election at regular intervals, subject to continued satisfactory performance.
The board should present a fair, balanced and understandable assessment of the company's position and prospects.
The board is responsible for determining the nature and extent of the principal risks it is willing to take in achieving its strategic objectives. The board should maintain sound risk management and internal control systems.
The board should establish formal and transparent arrangement for considering how they should apply the corporate reporting, risk management and internal control principles and for maintaining an appropriate relationship with the company's auditors.
Executive director remuneration should be designed to promote long term success of the company. Performance-related elements should be transparent, stretching and rigorously applied.
There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his or her own remuneration.
Relations with shareholders
There should be a dialogue with shareholders based on the mutual understanding of objectives. The board as a whole has responsibility for ensuring that a satisfactory dialogue with shareholders takes place.
The board should use general meetings to communicate with investors and to encourage participation.
Who must comply
All companies incorporated in the UK and listed on the Main Market of the London Stock Exchange are required under the Listing Rules to report on how they have applied the Corporate Governance Code in their annual report and accounts. Overseas companies listed on the Main Market are required to disclose the significant ways in which their corporate governance practices differ from those set out in the Code.
The Code is revised occasionally. You can download the 2018 version of the UK Corporate Governance Code from the Financial Reporting Council.