Governance of companies

FRC

The FRC has responsibility for the UK Corporate Governance Code. It sets out the standard of good practice in relation to board leadership and company purpose; division of responsibilities; composition, succession and evaluation; audit, risk and internal control; and remuneration. The 2018 UK Corporate Governance Code applies to accounting periods beginning on or after 1 January 2019.

• UK Corporate Governance Code (July 2018)
• 2018 changes to the UK Corporate Governance Code (July 2018) 
• UK Corporate Governance Code (April 2016)
• FRC: The Wates Corporate Governance Principles for Large Private Companies (December 2018)

FRC guidance

• FRC: Good Practice Guidance for Company Meetings (July 2022)
• FRC: Guidance on the Strategic Report (June 2022)
• FRC: Guidance: Improving the quality of ‘comply or explain’ reporting (February 2021)
• FRC: Corporate governance AGMs an opportunity for change (October 2020)
• Guidance on Audit Quality for Audit Committees (December 2019)
• Business Model Reporting: Risk and Viability Reporting – Where are we now? (October 2018) 
• Board Diversity Reporting (September 2018)
• Guidance on the Strategic Report (July 2018) 
• Guidance on Board Effectiveness (July 2018) 
• Best practice guide to Audit Tendering (February 2017)
• Guidance on Audit Committees (April 2016) 
• Guidance on risk management, internal control and related financial and business reporting (formerly known as the Turnbull guidance) (September 2014) 

FRC: Other materials

• FRC: Webpage: Audit committees and assurance - conversation starters) (April 2023)
• FRC: Three Year Plan: 2023 to 2026 (March 2023)
• FRC: Update: FRC ESG Statement of Intent: What’s Next (January 2023)
• FRC: Report: What Makes a Good Annual Report and Accounts (December 2022)
• FRC: Review of Stewardship Reporting 2022 (November 2022)
• FRC: Draft Minimum Standard for Audit Committees (November 2022) 
• FRC: Report: Review of Corporate Governance Reporting (November 2022)
• FRC: Report: Annual Review of Corporate Reporting 2021/2022 (October 2022)
• FRC Report: Navigating barriers to senior leadership for people from minority ethnic groups in FTSE 100 and FTSE 250 companies (October 2022)
• FRC Lab Report: Net zero disclosures (October 2022)
• FRC Lab Report: Improving ESG data production (August 2022) 
• FRC Lab report: Structured digital reporting: Improving quality and usability (September 2022)
• FRC: Thematic review: Earnings per share (IAS 33) (September 2022)
• FRC Lab Report: Digital Security Risk Disclosure (August 2022)
• FRC: Thematic review of TCFD disclosures and climate in the financial statements (July 2022)
• FRC Position Paper: Restoring trust in audit and corporate governance (July 2022)
• FRC Lab insight: Supply chain disclosure (April 2022)
• FRC: Modern Slavery Reporting Practices in the UK- Evidence from Modern Slavery Statements and Annual Reports (April 2022)
• FRC: In Focus: Corporate Purpose and ESG (April 2022) [to be read together with their 9 December 2021 report]
• FRC: Three Year Plan 2022 to 2025 (March 2022)
• FRC: The Wates Corporate Governance Principles for Large Private Companies – The Extent, Coverage and Quality of Corporate Governance Reporting (February 2022)
• FRC: Effective Stewardship Reporting: examples from 2021 and expectations for 2022 (December 2021)
• FRC Report: Creating Positive Culture: Opportunities and Challenges (December 2021)
• FRC news release: Audit/Corporate reporting/ESG: FRC announces areas of supervisory focus for 2022/2023 (December 2021)
• FRC/FCA: Letter: Structured reporting for issuers with transferable securities admitted to trading on a UK regulated market (November 2021)
• FRC: Review of Corporate Governance reporting (November 2021)
• FRC Reporting Lab: Taskforce on Climate-related Financial Disclosures (TCFD): ahead of mandatory reporting - Developing practice (October 2021)
• FRC: Annual Review of Corporate Reporting – 2020/21 (October 2021)
• FRC: Thematic Review: IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ (October 2021)
• FRC Financial Reporting Lab: Structured reporting: an early implementation study: Applying Disclosure Guidance and Transparency (DTR) Rules 4.1.14 and the European Single Electronic Format (ESEF) (October 2021)
• FRC Financial Reporting Lab: Reporting on risks, uncertainties, opportunities and scenarios - Closing the gap (September 2021)
• FRC: Thematic Review: Streamlined Energy and Carbon Reporting (September 2021)
• FRC: Thematic Review: Viability and Going Concern (September 2021)
• FRC Financial Reporting Lab: UK electronic reporting survey (September 2021)
• FRC Reporting Lab: Call for participants: cyber, digital and data risk (September 2021)
• FRC: Statement of Intent on Environmental, Social and Governance challenges (July 2021)
• FRC Financial Reporting Lab: Reporting on stakeholders, decisions and Section 172 (July 2021)
• FRC: Board Diversity and Effectiveness in FTSE 350 Companies (July 2021)
• FRC: Report: Workforce Engagement and the UK Corporate Governance Code: A Review of Company Reporting and Practice (May 2021)
• FRC: Thematic report: Interim Reporting (May 2021)
• FRC publishes article on early indications of Wates Principles reporting (February 2021)
• FRC corporate reporting: Thematic review: Cash flow statements and liquidity disclosures (November 2020)
• FRC: Review of Corporate Governance Reporting (November 2020)
• FRC Financial Reporting Lab: Guidance: Section 172 statements: How to make them more useful (October 2020)
• FRC Financial Reporting Lab: Video in corporate reporting: Digital future of corporate reporting (October 2020)
• FRC Financial Reporting Lab: COVID-19: Resources, action, the future: Reporting in times of uncertainty (June 2020)
• FRC Financial Reporting Lab: COVID-19: Going concern, risk and viability: Reporting in times of uncertainty (June 2020)
• FRC: Amendments to Strategic Report: Section 172 Reporting Requirements (May 2020)
• FRC: Amendments to Strategic Report: Section 172 Reporting Requirements (Appendix II) (May 2020)
• FRC Financial Reporting Lab: Workforce-related reporting. Where to next? (January 2020)
• FRC Financial Reporting Lab: Climate-related corporate reporting (October 2019)
• FRC Financial Reporting Lab: Disclosures on the sources and uses of cash (September 2019)
• FRC Financial Reporting Lab: Artificial intelligence and corporate reporting – How does it measure up? (January 2019) 

Institutional shareholder guidance and reports

• PLSA Stewardship & Voting Guidelines 2023 (March 2023) 
• The Investment Association: Updated Share Capital Management Guidelines(February 2023)
• The IA: Report: Shareholder Priorities for 2023: Supporting Long-Term Value in UK Listed Companies (February 2023)
• FTSE Women Leaders: Report: FTSE Women Leaders Review: Achieving Gender Balance (February 2023)
• ISS: 2023 UK and Ireland Proxy Voting Guidelines (December 2022)
• ISS: EMEA: Proxy Voting Guidelines: Benchmark Policy Changes for 2023 (November 2022)
• Glass Lewis: UK 2023 Policy Guidelines (November 2022)
• The Investment Association: Principles of Remuneration (November 2022) 
• Pre-Emption Group: Template resolutions for the disapplication of pre-emption rights complying with the Pre-Emption Group’s Statement of Principles (November 2022)
• FRC (Pre-Emption Group): Disapplying Pre-Emption Rights: A Statement of Principles (November 2022)
• PLSA: 2022 Stewardship Guide and Voting Guidelines (February 2022)
• PLSA: How do companies report on their most important asset? - An analysis of workforce reporting in the FTSE 100 and recommendations for action (February 2022)
• The Investment Association: IA Shareholder Priorities and IVIS approach for 2022 (March 2022)
• ISS: EMEA: Proxy Voting Guidelines: Benchmark Policy Changes for 2022  (December 2021)
• ISS: 2022 UK and Ireland Proxy Voting Guidelines (December 2021)
• The Investment Association: Principles of Remuneration (November 2021)
• Glass Lewis: UK 2022 Policy Guidelines (November 2021)
• Glass Lewis: Say on Climate Votes: Overview (April 2021)
• PLSA: Stewardship and Voting Guidelines 2021 (March 2021)
• Glass Lewis: UK Corporate Governance Code: 2020 Compliance Review (March 2021)
• IA: Good Stewardship Guide 2021 (February 2021)
• ISS: SRI Proxy Voting Guidelines (February 2021)
• ISS: Sustainability Proxy Voting Guidelines (February 2021)
• ISS: Climate Proxy Voting Guidelines (February 2021)
• Investment Association: Shareholder Priorities for 2021: Supporting Long Term Value in UK Listed Companies (January 2021)
• Glass Lewis UK Proxy Paper Guidelines 2021 (November 2020) 
• The Investment Association: Principles of Remuneration (November 2020)
• ISS: Proxy Voting Guidelines for 2021: Europe, Middle East and Africa (EMEA) (November 2020)
• CIIA: Internal Audit Code of Practice (January 2020)
• GC100: Guidance on Directors’ Duties – Section 172 and Stakeholder Considerations (October 2018)
• Public Register Guidance for Companies on Update Statements
• Investment Association: Long Term Reporting Guidance (May 2017) 
• Investment Association: Guidelines on Audit Tenders (February 2017)
• Investment Association: Guidelines on Viability Statements (November 2016)
• Investment Association: Quarterly reporting and quarterly earnings guidance (November 2016)
• Pre-Emption Group: Template resolutions for the disapplication of pre-emption rights complying with the Pre-Emption Group’s Statement of Principles (May 2016) 
• The IA: Report: Shareholder Priorities for 2023: Supporting Long-Term Value in UK Listed Companies (February 2023)

Chartered Governance Institute (formerly ICSA)

• ICSA: Report: Review of the effectiveness of independent board evaluation in the UK listed sector (January 2021)

• ICSA: Updated Guidance on Directors' General Duties - only available to ICSA members (August 2020)

• Terms of reference for the risk committee (June 2020)
• Terms of reference for the audit committee (January 2020)
• Terms of reference for the remuneration committee (January 2020)
• Terms of reference for the nomination committee (January 2020) 
• ICSA consultation: The practice of minuting meetings (May 2016)
• ICSA: Feedback statement: The practice of minuting meetings (September 2016)

IoD

• IoD: A voluntary code of conduct for directors (June 2022)
• IoD: From Intention to Action Board Effectiveness and Stakeholder Governance Working Group (April 2021)
• IoD factsheet: UK Corporate Governance Code (August 2018)

Corporate governance reform

• Briefing Paper (Number 8385): Company audits: issues and proposed reforms (February 2023)
• FRC: Draft Minimum Standard for Audit Committees (November 2022) 
• FRC Position Paper: Restoring trust in audit and corporate governance (July 2022)
• Response Document: Restoring trust in audit and corporate governance (May 2022)
• BEIS: Restoring trust in audit and corporate governance: Consultation on the government’s proposals (March 2021)

Diversity

• FCA: Newsletter: Primary Market Bulletin 44 (March 2023) [In this edition, the FCA has, among other things, summarised its disclosure expectations and supervisory strategy for the new Diversity and Inclusion rules for listed companies which came into effect for accounting periods beginning 1 April 2022 and it has provided some recommended steps for companies to get ready to make the necessary disclosures.]
• The Parker Review/EY: Report: Improving the Ethnic Diversity of UK Business: An update report from the Parker Review (March 2023)
• FTSE Women Leaders: Report: FTSE Women Leaders Review: Achieving Gender Balance (February 2023)
• 30% Club: Reporting on Diversity: A guidance toolkit for companies by investors (May 2022)
• Board and senior executive diversity New annual report disclosure requirements for listed companies (May 2022) 
• FCA publishes final diversity disclosure rules for directors and executives (22 April 2022)
• FCA: Policy Statement: Diversity and inclusion on company boards and executive management (PS22/3) (April 2022)
• Parker Review Committee/EY: Report: Improving the Ethnic Diversity of UK Boards: An update report from the Parker Review (March 2022)
• FTSE Women Leaders Review - Achieving Gender Balance (February 2022)
• BEIS Press release: Ministers renew efforts to increase opportunities for talented women at the top of UK business (November 2021)
• BoE, PRA and FCA: Diversity and inclusion in the financial sector – working together to drive change (July 2021)
• FCA: Diversity and inclusion on company boards and executive committees - CP21/24 (July 2021)
• Hampton-Alexander Review FTSE Women Leaders Improving gender balance - 5 year summary report (February 2021)
  
• Parker Review publishes update on ethnic diversity on UK boards (March 2021)
• An update report from The Parker Review: Ethnic Diversity Enriching Business Leadership (February 2020)
• FRC: New research from the Hampton-Alexander Review: Increase of women on FTSE 100 boards a positive step but more needs to be done to develop succession pipeline (February 2020)
• Government Equalities Office: Employers’ understanding of the gender pay gap and actions to tackle it 2018 (January 2019) 
• The Parker Review: A Report into the Ethnic Diversity of UK Boards (October 2017)
• The McGregor-Smith review: Race in the workplace (March 2017)

Other materials

• QCA: The QCA Corporate Governance Code: 10 years on (February 2023)
• BEIS: Consultation: Strengthening the Reporting on Payment Practices and Performance Regulations 2017 (January 2023)
• FCA Consultation Paper 23/2: Streamlining the FCA's transparency rules on structured digital reporting of annual financial statements (January 2023)
• Transition Plan Taskforce: Consultation: The Transition Plan Taskforce Disclosure Framework (November 2022) 
• Task Force on Climate-related Financial Disclosures: 2022 Status Report (October 2022)
• International Corporate Governance Network: The Governance of Sustainability: An Investor View of Board Effectiveness (September 2022) 
• Consultation: G20/OECD Principles of Corporate Governance (September 2022)
• FCA: Review of  TCFD-aligned disclosures by premium listed companies (July 2022)
• FCA: Consultation Paper: Proposed changes to allow companies to use a more up to date electronic format for their annual financial reports (CP22/5) (March 2022)
• FCA: Primary Market Technical Note - TCFD aligned climate-related disclosure requirements for listed companies (February 2022)
• Private Equity Reporting Group: Improving transparency and disclosure: Good Practice Reporting by Portfolio Companies (December 2021)
• QCA and UHY Hacker Young: AIM Good Governance Review 2021/22 (December 2021)
• 2021 UK Spencer Stuart Board Index (December 2021)
• BEIS: Government response: Mandatory climate-related financial disclosures by publicly quoted companies, large private companies and LLPs (October 2021)
• FCA: Enhancing climate-related disclosures by standard listed companies CP21/18 (June 2021)
• FRC Statement of Intent on Environmental, Social and Governance challenges (July 2021)
• Task Force on Climate-related Financial Disclosures: 2021 Status Report (October 2021)
• LSE: Understanding climate risk and opportunity (October 2021)
• FCA: Corporate Governance Disclosures by Listed Issuers (November 2020)
• FCA technical guidelines for the preparation and submission of ESEF annual financial reports to the FCA (December 2020)
• BEIS: Corporate Governance: The Companies (Miscellaneous Reporting) Regulations 2018 – frequently asked questions (November 2018) 

EU Materials

• Corporate Sustainability Reporting Directive (EU) No. 2022/2464 (December 2022)
• European Parliament: Legislative resolution on improving the gender balance among directors of listed companies and related measures (November 2022)
• Council of the EU: Press release: Council approves EU law to improve gender balance on company boards (October 2022)
• A&O The EU Sustainable Corporate Governance Directive proposal (February 2022)
• The European Commission: Proposal for a Corporate Sustainability Due Diligence Directive and annex (February 2022)
• When Governance goes green (July 2021)
• Corporate Sustainability Reporting Directive (May 2021)
• EU Taxonomy Regulation: Climate Technical Screening Criteria a step closer to the statute books (April 2021)
• The European Parliament: Report on Corporate due diligence and corporate accountability (March 2021)
• New ESG changes to MiFID II - what private banks, wealth managers and advisers need to know (January 2021)
• New sustainable corporate governance requirements on the horizon (January 2021)
• The European Commission: Proposal for an Initiative on Sustainable Corporate Governance: consultation (October 2020)
• The EU’s ESG Package – what do asset managers need to know? (September 2020)
• ESG Taxonomy: What fund and asset managers need to know (September 2020)
• The European Commission: roadmap on sustainable corporate governance (July 2020)
• The European Commission: Study on directors’ duties and sustainable corporate governance (July 2020)
• How will the Covid-19 coronavirus pandemic affect the European ESG agenda? (May 2020)
• Review of the Non-Financial Reporting Directive: towards an EU-wide ESG reporting standard (March 2020)

Covid-19

• ICGN: Statement on Post Covid AGM Practices and Shareholder Rights (April 2023) 
• FCA: Primary Market Bulletin Issue No. 28 coronavirus (Covid-19) update (23 March 2022)
• Inside AIM: Coronavirus – Update of financial reporting deadlines (23 March 2022)
• Equality and Human Rights Commission: Extension of deadline for gender pay gap reporting (February 2021)
• ICSA/CLLS: Guidance: 2021 general meetings and the impact of COVID-19 (February 2021)
• GC100: Discussion paper: Shareholder Meetings - Time for Change? (January 2021)
• FRC (updated guidance): COVID-19 Pandemic: Guidance for companies on Corporate Governance and Reporting (December 2020)
• FRC Financial Reporting Lab: COVID-19: Resources, action, the future and COVID 19: Going concern, risk, and viability (October 2020)
• ICSA: Shareholder meetings under the Corporate Insolvency and Governance Act 2020 - only available to ICSA members (July 2020)
• BEIS/FRC: Q&A: Measures in respect of company filings, AGMs and other general meetings during Covid-19 update (June 2020)