The corporate governance statement
The corporate governance statement

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

  • The corporate governance statement
  • AIM companies and large private companies
  • Requirements under the Disclosure Guidance and Transparency Rules
  • Disclosures required under the UKCG Code—annual report
  • Disclosure required under the FRC Guidance on Board Effectiveness
  • FRC guidance on risk management, internal control and financial reporting
  • Listing Rules requirements
  • Overlap of required disclosures
  • Listing Rules—review by auditors
  • Companies Act filing requirements

The UK Corporate Governance Code (UKCG Code) sets out standards of good practice in relation to leadership and effectiveness of the board of directors, remuneration, accountability, transparency and relations with shareholders.

In July 2018 the Financial Reporting Council (FRC) published a revised version of the UKCG Code. The 2018 UKCG Code applies to premium listed companies with accounting periods beginning on or after 1 January 2019, although companies may choose to adopt some or all of its provisions earlier than this date. Companies with accounting periods beginning before 1 January 2019, may continue to report against the 2016 version of the UKCG Code. At the same time the FRC updated its Guidance on Board Effectiveness, which replaces the 2011 version of the guidance.

The FRC’s feedback statement on the UKCG Code consultation includes a destinations table showing where principles and provisions from the 2016 version of the UKCG Code have been incorporated into the 2018 UKCG Code and FRC Guidance on Board Effectiveness. The destinations table also shows were a UKCG Code provision has been deleted.

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

Companies subject to the Disclosure Guidance and Transparency Rules (DTRs) of the Financial Conduct Authority (FCA) must publish a corporate governance statement in their annual accounts and