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: 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: The Wates Corporate Governance Principles for Large Private Companies – The Extent, Coverage and Quality of Corporate Governance Reporting (February 2022)
- FRC: Three Year Plan 2022 to 2025 (March 2022)
- FRC: Modern Slavery Reporting Practices in the UK- Evidence from Modern Slavery Statements and Annual Reports (April 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: Statement of Intent on Environmental, Social and Governance challenges (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: 2022 Stewardship Guide and Voting Guidelines (February 2022)
- The Investment Association: IA Shareholder Priorities and IVIS approach for 2022 (March 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)
- ISS: Europe, Middle East and Africa (EMEA): Proxy Voting Guidelines Updates for 2022 (December 2021)
- ISS: EMEA Benchmark Policy Changes for 2022 (December 2021)
- ISS: 2022 UK and Ireland Proxy Voting Guidelines (December 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)
- 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)
- Investment Association: Share Capital Management Guidelines (July 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)
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: From Intention to Action Board Effectiveness and Stakeholder Governance Working Group (April 2021)
- IoD factsheet: UK Corporate Governance Code (August 2018)
Corporate governance reform
- BEIS: Restoring trust in audit and corporate governance: Consultation on the government’s proposals (March 2021)
Diversity
- FTSE Women Leaders Review (February 2022)
- Parker Review Committee/EY: Report: Improving the Ethnic Diversity of UK Boards: An update report from the Parker Review (March 2022)
- FCA: Policy Statement: Diversity and inclusion on company boards and executive management (PS22/3) (April 2022)
- FRC Lab insight: Supply chain disclosure (April 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 in FTSE Leadership (November 2016)
- 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
- FCA: Primary Market Technical Note - TCFD aligned climate-related disclosure requirements for listed companies (February 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)
- 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 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
- European Commission Strategic engagement for gender equality 2016-2019
- 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)
- 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 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)
- 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
- 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)
- 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)
