2017–2019 Corporate governance reforms
2017–2019 Corporate governance reforms

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • 2017–2019 Corporate governance reforms
  • Background
  • FRC consultation on revised UKCG Code
  • IA public register
  • Wates corporate governance principles for large private companies
  • Revised AIM Rules
  • Revised QCA Code
  • Companies (Miscellaneous Reporting) Regulations 2018
  • GC100 guidance on directors’ duties
  • Government review into share buybacks
  • more


In November 2016 the government, acting through the Department for Business, Energy and Industrial Strategy (BEIS), published a green paper on corporate governance reform (Green Paper). The Green Paper sought views on the following areas where the government was considering updating the UK’s corporate governance framework:

  1. executive pay

  2. strengthening the voice of employees, customers and other stakeholders

  3. extending some of the features of the corporate governance regime to large private companies

The government invited comments on the Green Paper by 17 February 2017.

Following the consultation, in August 2017 the government published its response to the Green Paper in which it announced a package of reforms focused on these three areas.

Executive pay

The government felt that a small minority of businesses continued to disregard shareholders’ views on executive pay. There were concerns that remuneration committees were not taking sufficient account of wider workforce pay and conditions in setting executive remuneration and that executive pay had become unnecessarily complex and opaque. To address these concerns the government announced that it would:

  1. invite the FRC to revise the UKCG Code (see: FRC consultation on revised UKCG Code below) to:

    1. set out the steps that companies should take when they encounter significant shareholder opposition to executive pay

    2. give remuneration committees greater responsibility for overseeing pay and incentives across their company and require them