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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).

The code

On 16 July 2018 the FRC published the updated UK Corporate Governance Code. The new Code applies to accounting periods beginning on or after 1 January 2019

The new code is accompanied by updated guidance on board effectiveness and UK Corporate Governance Code 2018 highlights.

The FRC announced a consultation into a proposed revision of the Code on 24 May 2023, 

History of the code

The development of the code is outlined in our UK Corporate Governance Code timeline which traces the evolution of the code through past consultations and revisions. You can also view a timeline of the UK's Corporate Governance journey

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Corporate governance and the code

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Saleem Sheikh Company Law Handbook 2021 April 2023

A chapter examining the concept of 'corporate governance' and its growth and development in England, including the objectives, approach and main principles of the UK Corporate Governance Code.

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Corporate governance

An authoritative guide to company secretarial practice. Detailed commentary is accompanied by over 80 precedents. Chapter 17 Corporate Governance deals specifically with the current UK Corporate Governance Code.

Narrative reporting

Chapter 8 looks at narrative reporting, giving an overview, the requirements of the UK Corporate Governance Code and detailing the strategic report, the directors report, the corporate governance statement, the statement on risk management and internal control, remuneration reporting and gender pay gap reporting.

Overview of corporate governance

The key institutions, products and professions of the City of London. Chapter 25 is a overview of corporate governance.

The Combined Code on Corporate Governance

An introduction to governance for directors and executives.

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Online articles

The Library provides access to leading business, finance and management journals. These journals are available to logged-in ICAEW members, ACA students and other entitled users subject to suppliers' terms of use. 

Revised Corporate Governance Code: what you need to know

The article examines whether the 2018 Corporate Governance Code of Great Britain will be able to prevent corporate failures with the introduction of changes such as the provision to encourage greater engagement of the board and the nine-year rule for directors on the company board. Topics covered include flexibility offered by the Financial Reporting Council (FRC) for the enforcement of the Code, succession planning and development of a diverse board, and excessive executive pay. * For full article please contact the Library. *

FRC to tighten up sanctions and governance code

The article mentions that the Financial Reporting Council would strengthen its sanctions and bring in reforms to the corporate governance code for the year 2017. Please note the full text of this article is available from the library

Are you up to scratch with corporate governance?

A short article on how the changes introduced in the updated 2014 UK corporate governance code will affect directors.

FRC nears end of Sisyphean task

The FRC's third attempt at overhauling the going concern accounting principle aims to compromise, Naomi Rainey reports.

Cheques & balances

Can too much corporate governance stifle SMEs' freedom - or can it actually be a boon for businesses?

UK gives more guidance on comply or explain

The article discusses a report by the FRC on the UK's comply or explain approach which encourages companies to reveal more detail on their governance arrangements.

Changing chairs

A shake-up of Britain's boardrooms under a revised Corporate Governance Code has attached greater importance to the role of chairman.

Follow the code

The article focuses on the consultation proposals by the Financial Reporting Council (FRC) for reforming the UK Corporate Governance Code.

Useful links

Briefings and summaries

KPMG Board Leadership Centre 
The Board Leadership Centre  has published a number of briefings on the UK Corporate Governance Code which are available to download from the KPMG website.

The new UK Corporate Governance Code and associated guidance
Corporate update from law firm Ashurst published in July 2018.

Updated Corporate Governance Code 
Summary of the new code from law firm Linklaters published in July 2018.

FRC guidance

FRC Guidance on Audit Committees
The guidance, updated in April 2016, 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 July 2018 ''to stimulate boards’ thinking on how they can carry out their role and encourage them to focus on continually improving their

FRC Guidance for Directors of Banks on Solvency and Liquidity Risk Management and the Going Concern Basis of Accounting
This September 2014 guidance provides supplementary considerations for the banking sector, and should be read in conjunction with the Risk Guidance.

FRC Guidance on Risk Management and Internal Control and Related Financial and Business Reporting (the Risk Guidance)
Updated in September 2014, the guidance is an amalgamation of the 2005 Turnbull and 2009 Going Concern guidance notes, revised to reflect the finalised requirements of the Code and in the light of comments from consultation in November 2013 and April 2014.

Improving the quality of 'comply or explain' reporting
FRC document intended to help companies improve transparency when reporting against the 2018 UK Corporate Governance Code and advise them on how to achieve good quality explanations when departing from the Code. February 2021.


Annual review of the UK Corporate Governance Code 
FRC report from November 2022, which gauges the quality of reporting against the Principles and Provisions of the UK Corporate Governance 
Code. 100 FTSE 350 and Small Cap companies assessed.

Corporate Governance Review 2022
Annual survey and report conducted by Grant Thornton of FTSE 350 companies, assessing compliance with disclosure requirements of the UK Corporate Governance Code.

When is comply or explain the right approach?
An ICAEW paper on good corporate governance and the role of comply or explain as a means to that end. Corporate governance codes in the EU are applied on a comply-or-explain basis. However, in other areas of business regulation, we rarely observe this approach in practice. So, under what conditions is comply or explain appropriate? And, what do these conditions mean for its application in different countries?

Articles and books in the Library collection

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