Matters reserved for the board

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

  • Matters reserved for the board
  • UKCG Code requirements
  • Purpose of a reserved matters schedule
  • Drafting a schedule of matters reserved for the board
  • The Chartered Governance Institute schedule of matters reserved for the board
  • Transactions and contracts
  • Signatures
  • Dealing with urgent board matters
  • Delegation to committees

Matters reserved for the board

The UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) sets out standards of good practice in relation to leadership and effectiveness of the board of directors, remuneration, accountability and relations with shareholders. It applies to UK and overseas companies with a premium listing of equity shares in the UK (listed companies), although other companies might apply some or all of its provisions on a voluntary basis.

In July 2018, the FRC published a revised version of the UKCG Code, which applies to companies with accounting periods beginning on or after 1 January 2019. The FRC also published an updated Guidance on Board Effectiveness.

All premium listed companies are required under the Listing Rules (Listing Rules) of the Financial Conduct Authority (FCA) either to comply with the provisions of the UKCG Code or to explain to shareholders in their next annual report why they have not done so (the 'comply or explain' principle).

For a general overview of the application, purpose and provisions of the UKCG Code, see Practice Note: The UK Corporate Governance Code.

UKCG Code requirements

The UKCG Code takes a broad view on the board’s role by providing that a successful company is led by an effective and entrepreneurial board, whose role is to promote the long-term sustainable success of the company, generating value for shareholders and contributing to

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