Evolution of the UK Corporate Governance Code

On 22 January 2024 the FRC announced the publication of the UK Corporate Governance Code 2024, which applies to accounting periods beginning on or after 1 January 2025. The main change in the latest Code, is anew requirement under Provision 29 for a declaration of effectiveness by the board in relation to material controls, comes into force on 1 January 2026.

The FRC announced a consultation into a proposed revision of the Code on 24 May 2023. The consultation closed on 13 September 2023.

A subsequent policy update from the FRC confirmed that only a small number of the original 18 proposals set out in the consultation would be taken forward as the Government’s plan for primary legislation to modernise the regulation of audit, corporate reporting and governance was not included as a priority for the next Parliamentary session.

On 16 July 2018 the FRC announced the publication of a revised UK Corporate Governance Code and accompanying Guidance on board effectiveness. The revised code applies to accounting periods beginning on or after 1 January 2019.

In February 2017 the FRC announced that they would be reviewing the UK Corporate Governance Code and will commence a consultation on its proposals later in the year, based on the outcome of the review and the Government’s response to its Green Paper.

The government response to the Corporate Governance Review was published in August  2017 with the press release World-leading package of corporate governance reforms announced to increase boardroom accountability and enhance trust in business. The FRC welcomed the Government's response in a press release Corporate Governance will evolve to meet the changing needs of the UK.

On 5 December 2017 the FRC published its proposals for a revised UK Corporate Governance Code. 28 February 2018 was the closing date for responses to the consultation.

On 27 April 2016 the FRC published a final draft update to the UK Corporate Governance Code, as announced in its press release. The new Code applies to accounting periods beginning on or after 17 June 2016. It is designed to comply with new EU regulations. The Code was formally issued on 17 June 2016, as announced in the FRC's press release.

The new draft Code was accompanied by final draft guidance on audit committees, the revised ethical standard 2016 and the guidance on audit committees was formally issued on 17 June 2016.

In September 2015 the FRC opened a new consultation incorporating the feedback on auditing and ethical standards. The consultation proposed changes to the UK corporate governance framework; it closed on 11 December 2015. A feedback statement was issued in April 2016.

In December 2014 the FRC opened a consultation on auditing and ethical standards to address the implementation of the EU Audit Directive. The consultation closed on 20 March 2015.

In September 2014 a Revised version of the UK Corporate Governance Code was published, applying to accounting periods beginning on or after 1 October 2014.

In April 2014 the FRC opened a consultation on its two-yearly review of changes to the UK Corporate Governance Code following earlier consultations on directors’ remuneration (October 2013) and risk management, internal control and the going concern basis of accounting (November 2013). The consultation closed on 27 June 2014 and a feedback statement summarising the consultation responses and the decisions taken by the FRC was published in September 2014.

Comply or explain: 20th anniversary of the UK Corporate Governance Code
On 6 November 2012 the FRC published a collection of essays to mark the 20th anniversary of the Cadbury Code which introduced the UK's 'comply or explain' approach to best practice in the organisation of corporate boardrooms and their relations with shareholders. The publication was announced in the press release FRC celebrates 20 years of the UK Corporate Governance Code.

A revised version of the UK Corporate Governance Code was published by the FRC on 28 September 2012, as announced in the press release FRC publishes updates to UK Corporate Governance Code and Stewardship Code. The updated code applied for financial years commencing on or after 1 October 2012.

The FRC also published an accompanying Feedback statement: Revisions to the UK Corporate Governance Code and Guidance on Audit Committees which summarised the main points from the responses to the consultation review, the decisions taken by the FRC and the reasons for those decisions.

The FRC's review of the UK Corporate Governance Code was launched in April 2012. The full text of the consultation paper, revisions to the UK Corporate Governance Code and Guidance on Audit Committees and the draft revised UK Corporate Governance Code are available to download from the FRC website. The consultation period closed on 13 July 2012.

Developments in corporate governance 2011: The impact and implementation of the UK Corporate Governance and Stewardship Codes
Report published in December 2011 from the FRC analysing implementation of the codes.

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 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.

A revised version of the UK Corporate Governance Code 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 new code applied 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) published in May 2010.

The FRC published their final report on the review on 1 December 2009 as announced in a press release issued the same day. A consultation on the revised UK Corporate Governance Code closed on 5 March 2010.

On 28 July 2009 the FRC issued a Progress report: Review of the effectiveness of the Combined Code 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'. (web page now longer available)

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. The consultation period closed on 29 May 2009.

A revised version of the Combined Code (June 2008) 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.

• Current and recently concluded corporate governance reviews and inquiries
• Current version of the UK Governance Code
• Timeline of the UK's corporate governance journey
• Timeline of the development of the Accountancy Profession in the United Kingdom