The UK Corporate Governance Code (formerly known as the Combined Code) sets out standards of good practice for listed companies on board composition and development, remuneration, shareholder relations, accountability and audit. The code is published by the Financial Reporting Council (FRC).
The code
A revised version of the UK Corporate Governance Code (PDF 160kb/40 pages) was published by the FRC on 28 May 2010, as announced in the press release The Financial Reporting Council issues new Governance Standards for Listed Companies.
The UK Corporate Governance Code and associated guidance are available through the FRC website and apply to financial years beginning on or after 29 June 2010.
The changes from the previous version of the Combined Code are listed in the FRC publication Revisions to the UK Corporate Governance Code (Formerly the Combined Code) (PDF 126kb/24 pages) published in May 2010.
Consultation
In April 2012 the FRC launched a review of the UK Corporate Governance Code. The full text of the consultation paper, Revisions to the UK Corporate Governance Code and Guidance on Audit Committees (PDF 767kb/11 pages), and the Draft revised UK Corporate Governance Code (PDF 875kb/32 pages) are available to download from the FRC website. The consultation period closes on 13 July 2012.
Online articles
The library provides access to a range of articles in full text from leading business, finance and management journals.
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Useful links
Briefings and summaries
A new corporate governance landscape
A summary from international law firm Linklaters on the changes to the UK corporate governance code in 2010 including a briefing and webcast focusing on the changes. Published on 14 June 2010.
Audit Committee Institute (KMPG)
The Audit Committee Institute (KPMG) has published a number of briefings on the UK Corporate Governance Code which are available to download from the ACI website.
New UK Corporate Governance Code in force from 29 June 2010 (PDF 120kb/5 pages)
Briefing published by international law firm Freshfields on 28 May 2010.
Related guidance
ICSA Guidance notes
The Institute of Chartered Secretaries and Administrators (ICSA) has published a number of guidance notes which aim to provide practical guidance on the requirements of the code, including 'Roles of the Chairman, Chief Executive and Senior Independent Director under the Combined Code' and 'Matters Reserved for the Board'. The guidance notes can be downloaded from the guidance section of the ICSA website.
FRC Guidance for Audit Committees
The guidance is 'intended to assist company boards when implementing the sections of the UK Corporate Governance Code dealing with audit committees and to assist directors serving on audit committees in carrying out their role.' Formerly known as the Smith Guidance.
FRC Guidance on Board Effectiveness
Guidance published by the FRC in March 2011 'to assist companies in applying the principles of the UK Corporate Governance Code. The guidance relates to the sections of the Code that deal with leadership and the effectiveness of the board.'
Reports
Developments in corporate governance 2011: The impact and implementation of the UK Corporate Governance and Stewardship Codes (PDF 427.4kb/32 pages)
Report published in December 2011 from the FRC analysing implementation of the codes.
Corporate governance review 2011: A changing climate
Annual survey and report conducted by Grant Thornton of FTSE 350 companies, assessing compliance with disclosure requirements and early adoption of revisions to the Code.
Archive
2011
In October 2011 the FRC announced its decision to amend the UK Corporate Governance Code to strengthen the principle on boardroom diversity which was first introduced into the Code in June 2010. The Feedback statement: Gender diversity on boards (PDF 246kb/12 pages) summarises the main points from the responses, the decisions taken by the FRC and the reasons for those decisions. The changes 'will be incorporated in an updated version of the Code to be published in 2012, following consultation on proposed changes to other parts of the Code, which will apply to financial years beginning on or after 1 October 2012', although the FRC strongly encourages early adoption of its recommendations.
2009
The FRC published their final report (PDF 172kb/40 pages) on the review on 1 December 2009 as announced in a press release issued the same day. A consultation on the draft revised UK Corporate Governance Code (PDF 257kb/48 pages) closed on 5 March 2010.
On 28 July 2009 the FRC issued a Progress report: Review of the effectiveness of the Combined Code (PDF 171kb/34 pages) which summarised the results of the consultations and research carried out. The publication of the report was announced in the press release FRC issues update on the review of The Combined Code.
Response to the FRC's Review of the effectiveness of the Combined Code: Call for evidence
The London Stock Exchange published a response to the FRC review in May 2009 in which they 'note that the current economic conditions have tested the effectiveness of the Code, and propose suggestions for improving the operation of the Code'. The LSE wish to 'reinforce the success of the principles-based, 'comply or explain' approach' and encouraged the FRC to 'consider this review within the broader market context'.
In March 2009 the FRC launched a review of the Combined Code and published the full text of the consultation paper, Review of the effectiveness of the Combined Code: Call for evidence (PDF 78kb/6 pages). The consultation period closed on 29 May 2009.
2008
A revised version of the Combined Code (June 2008) (PDF 206kb/40 pages) was published on the FRC website on 27th June 2008 which applied to accounting periods beginning on or after 29 June 2008.
The changes from the previous version of the Combined Code are listed in the FRC publication June 2008 changes to the Combined Code (PDF 78kb/5 pages).
2007
The FRC carried out a review of the Combined Code between April and July 2007. The main findings were announced in the report 2007 Review of the Combined Code: Report on the main findings of the review (PDF 125kb/16 pages) published in November 2007. A range of associated documents and responses to the consultation can be found on the Previous reviews and consultations page.
2006
The revised version of the Combined Code (June 2006) (PDF 178kb/34 pages) was published on the FRC website and applied to accounting periods beginning on or after 1 November 2006.
The FRC launched a consultation on 18 January 2006 following the review of the Combined Code. The consultation document (PDF 200kb/11 pages) and regulatory impact assessment (PDF 175kb/10 pages) were published alongside the review documents on the FRC website. The review was announced in the press release FRC consults on changes to the Combined Code (FRC PN 139). The consultation closed on 21 April 2006.
2005
The FRC carried out a review of the Combined Code between July and October 2005. The findings were announced in the press release The FRC review of the Combined Code (FRC PN 133) on 15 December 2005 and published in January 2006.
2003
The Combined Code of Corporate Governance was published by the Financial Reporting Council on 23rd July 2003. The text included the code and related guidance (the Turnbull guidance on internal control, the Smith guidance on audit committees and good practice guidance from the Higgs Report). The publication of the code was announced in the press release FRC issues revised Combined Code (PN75).
Online books, guides and publications
eBooks
The library provides full text access to a selection of key business and reference eBooks from leading publishers.
Corporate Governance: A Practical Guide to the Legal Frameworks and International Codes of Practice
Calder, Alan (Kogan Page, 2008)
'In the 21st century, corporate governance has become critical for all medium and large organizations. Those without a governance strategy face significant risks; those with one perform measurably better. But what is corporate governance, and what do directors of companies – both quoted and unquoted – need to know? This book aims to provide a clear description for managers and executives that will enable them to identify the practical steps necessary to meet today's corporate governance requirements.'
Finance Director's Handbook
Glynis Morris, Sonia McKay, Andrea Oates (Elsevier Science & Technology, 2007)
This book 'is a comprehensive guide to the wide range of duties that many modern finance directors undertake, providing updated coverage of the varied aspects of the finance director's role. The fifth edition has been completely updated to reflect the recent implementation of the Companies Act 2006 (CA 2006) and related guidance.'
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