The following Corporate practice note provides comprehensive and up to date legal information covering:
This Resource Note looks at the section of the 2016 UK Corporate Governance Code (2016 UKCG Code) which explains the 'comply or explain' concept and its application and highlights relevant third party materials, commentary, guidance and analysis, as well as our own resources, to give practical guidance on the comply or explain principle.
Materials covered in this Resource Note include:
the Listing Rules of the Financial Conduct Authority (FCA)
the Disclosure Guidance and the Transparency Rules of the FCA (DTRs)
the Financial Reporting Council (FRC)'s Report: What Constitutes an Explanation Under Comply or Explain? (February 2012)
guidance issued by the Chartered Governance Institute (previously ICSA: The Governance Institute) (CGI)
Investment Association (IA)'s Comply or Explain: Investor Expectations and Current Practices (December 2012) (note that following the merger of ABI Investment Affairs with IA on 30 June 2014, IA has assumed responsibility for this report which was originally published by the Association of British Insurers)
the UK Shareowner Voting Guidelines published by Pensions Investment Research Consultants Ltd (PIRC) (the guidelines are not available online—hard copies can be purchased from PIRC's website)
the Stewardship Guide and Voting Guidelines 2020 published by the Pensions and Lifetime Savings Association (PLSA)
the 2020 United Kingdom and Ireland Proxy Voting Guidelines published by Institutional Shareholder Services (ISS)
the European Commission Recommendation on the quality of corporate governance reporting (‘comply or explain’
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