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Corporate governance

Corporate governance is the system by which companies are directed and controlled. Find out more about corporate governance principles, codes and reports, Board subcommittees, roles and responsibilities and shareholder relations. Corporate governance involves balancing the interests of a company’s many stakeholders, such as shareholders, employees, management, customers, suppliers, financiers and the community. Getting governance right is essential to build public trust in companies.

 

In this section

Principles of Corporate Governance

Connect and Reflect

To succeed in the modern world, businesses must move away from defensive old-style news management and corporate positioning. ICAEW argues that if companies embrace a positive approach to corporate governance that ensures they connect with and reflect society, they will reap many benefits.

Find out more about the duties and responsibilities of the chairperson, directors, non-executive directors (NEDs) and company secretaries

ICAEW's guide to directors' responsibilities

This ICAEW guide provides an overview of directors' responsibilities and duties, including on internal governance, transactions between a company and its directors or shareholders, and corporate administration. It also covers responsibilities in relation to insolvent or financially challenged companies, as well as penalties for breach of directors' responsibilities.

Find out more about the workings and responsibilities of the audit, nomination, remuneration and risk committees. These responsibilities include board effectiveness, board diversity, executive remuneration, audit tenders and internal audit.

How do you know if your audit committee is effective

Audit Committees are playing an increasingly critical corporate governance role in terms of their leadership on financial reporting, internal controls, risk management and the internal and external audit functions.

Succession planning for Boards, Executives and NEDs… it’s now a must have not a nice to have!

Succession planning for board members, both senior executives & NEDS – it’s an area that is often on the to do list but needs to be documented, shared and reviewed. A panel of respected board members and specialist advisors consider the current state of play and what organisations need to do to be on the front foot.

How to end excessive pay

Excessive pay has been a growing source of public anger in recent years. Despite being snobbishly dismissed as populist prejudices, public perceptions of executive pay practices are largely accurate.

UK Corporate Governance Code

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).

Cadbury report

The report ‘Financial Aspects of Corporate Governance Committee’ (usually known as the Cadbury Report) was published in December 1992 and contained a number of recommendations to raise standards in corporate governance. On this page you can access a selection of resources on the report.

Top 5 stories of shareholder activism

Whistleblowing and shareholder responses to corporate governance failings were on the agenda at the 2018 AGM season. Here are the top 5 corporate governance stories of recent weeks.

Activist Investors

Shareholder activism in UK quoted companies continues to be an important and topical issue. The context of this research is the investment scene in the UK and within this context over the last two decades it is clear that considerable change has taken place. The research report covers a variety of topics and provides an overview of some of the positive and negative implications of activism.

The rise of shareholder accountability

This title provides comprehensive, expert-led coverage of all aspects of corporate governance for public, nonprofit, and private boards. This section comprises four chapters on the subject of shareholder relations and shareholder activism.

Corporate Governance Community

July 2019 - A new approach to executive pay?

In July 2019, ICAEW and Hermes convened a senior panel of remuneration committee chairs and investors to explore whether a new approach to executive pay is needed.

Directors duties and responsibilities

Beatriz Araujo & Jo Hewitt, Baker McKenzie and Joan Medland, PwC discuss the role and duties of directors.

How whistleblowing helps companies

Whistleblowing is central to a company’s system of checks and balances, It can help businesses to mitigate their risks, improve their culture, and ultimately increase their performance, argues ICAEW chief executive Michael Izza.

Smaller Listed and AIM Quoted Companies

Designed to give investors, and other users, the ability to assess the financial integrity of a company, financial reporting and compliance with relevant reporting frameworks is an essential tool for holding management to account. More than this, high quality financial reporting can contribute to a strong and efficient economy by improving transparency and liquidity and thereby lowering the cost of capital.