This is the principle of shareholders taking more than just a simple financial interest in their shareholdings.

This Practice Note focuses on the corporate governance regime applicable to a public company incorporated in the UK with shares admitted to trading on AIM, including the disclosure requirements on corporate governance information in Rule 26 of the AIM Rules for Companies. It provides an overview of the QCA corporate governance code as well as guidelines published by certain institutional investor bodies. The corporate governance framework The principal framework for corporate governance in the UK for listed companies is the UK Corporate Governance Code (UKCG Code). Under the UK Listing Rules (UKLR), the UKCG Code applies to both UK and overseas companies with a listing of equity shares in the equity shares (commercial companies) listing category or the closed-ended investment funds listing category. A company with securities admitted to trading on AIM (AIM company) is not required to apply the UKCG Code although it may choose to do so. For further information on the UKCG Code, see Practice Note: The UK Corporate Governance Code. The principal rules and guidance relevant to the corporate governance

Historically, the UK’s corporate governance regime has focused on listed companies. A central part of that regime, the UK Corporate governance Code (UKCG Code), applies to a company with a listing of equity shares in the equity shares (commercial companies) category or the closed-ended investment funds category. However, the principles of good corporate governance it promotes are relevant to other companies, particularly AIM companies and large private companies. Such companies may choose to apply the principles of the UKCG Code and ‘comply or explain’ under its provisions, although they are not required to do so and may choose to adopt another corporate governance code that is more appropriate. A corporate governance framework aimed specifically at large private companies has been evolving slowly, and in a fairly ad hoc way, for decades. The development of a corporate governance framework for large private companies A company has been required to prepare a directors’ report for over 100 years. The Companies Act 2006 (CA 2006) requires every public and private company (other than one that qualifies as a micro-entity)

This archived Practice Note summarised the key legal developments that were expected to impact the corporate governance regime during 2020. It has not been updated since 2020. For a summary of key legal developments that are expected to impact corporate lawyers more generally during 2021 and beyond, see Practice Note: Corporate governance horizon scanning—2021 and beyond. Mini–index January 2020 February 2020 March/April 2020 May 2020 June 2020 July 2020 September 2020 October 2020 No specific date in 2020 confirmed 2021 and beyond January 2020 Date Event Background Resources 1 January 2020 The revised version of the Stewardship Code takes effect for reporting years beginning on or after this date. The Financial Reporting Council (FRC) has published a revised version of the Stewardship Code (the Code).The new Code sets high expectations of those investing money on behalf of UK savers and pensioners. It establishes a clear benchmark for stewardship as the responsible allocation, management and oversight of capital to create long-term value for clients and beneficiaries leading to sustainable benefits for the economy,

This archived Practice Note summarised the key legal developments that were expected to impact the corporate governance regime during 2021. It has not been updated since 2021. Feel free to suggest issues that may be covered in our horizon scanner using: KnowhowLawyersCorporate@lexisnexis.co.uk. For a summary of key legal developments that are expected to impact corporate lawyers more generally during 2021 and beyond, see Practice Note: Corporate horizon scanning—2021 and beyond. Mini–index January 2021 February 2021 March 2021 November 2021 No specific date in 2021 2022 and beyond January 2021 Date Event Background Resources 27 January 2021 Deadline for comments to the consultation by the Task Force on Climate-related Financial Disclosures (TCFD) on forward-looking financial sector metrics to be disclosed by institutions. The TCFD is seeking feedback on its consultation, launched 29 October 2020, on forward-looking metrics for the financial sector. The consultation asks questions on the ‘usefulness and challenges’ of climate-related metrics and necessary steps to enhance their ‘comparability, transparency, and rigor’. Stakeholders are encouraged to respond to the consultation on the TCFD website. See

This archived Practice Note summarised the key legal developments that were expected to impact the corporate governance regime during 2022 and beyond. It has not been updated since 2022. Feel free to suggest issues that may be covered in our horizon scanner using: KnowhowLawyersCorporate@lexisnexis.co.uk. For a summary of key legal developments that are expected to impact corporate lawyers more generally during 2022 and beyond, see Practice Note: Corporate horizon scanning—2022 and beyond. Mini-index January 2022 February 2022 April 2022 May 2022 June 2022 July 2022 August 2022 October 2022 November 2022 December 2022 No specific date in 2022 2023 and beyond January 2022 Date Event Background Resources 1 January 2022 Climate-related disclosures by issuers of standard listed equity shares and global depositary receipts (excluding standard listed investment entities and shell companies). FCA confirms that it is amending the Listing Rules to extend the requirement to make climate-related disclosures to issuers of standard listed equity shares and global depositary receipts (excluding standard listed investment entities and shell companies) with accounting periods beginning

This Practice Note is a summary of the key legal developments that are expected to impact the corporate governance regime during 2023 and beyond. It is reviewed and updated throughout the year. Feel free to suggest issues that may be covered in our horizon scanner using: KnowhowLawyersCorporate@lexisnexis.co.uk. For a summary of key legal developments that are expected to impact corporate lawyers more generally during 2023 and beyond, see Practice Note: Corporate horizon scanning—2023 and beyond. Mini-index January 2023 February 2023 May 2023 June 2023 September 2023 December 2023 2024 and beyond January 2023 Date Event Background Resources 5 January 2023 Corporate Sustainability Reporting Directive 2022/2464 enters into force. The application of the CSRD will be phased in, with the first set of reporting requirements applying from financial years commencing on or after 1 January 2024. CSRD revises and strengthens the existing rules introduced by the Non-Financial Reporting Directive 2014/95/EU, which amended the Accounting Directive 2013/34/EU. The enhanced reporting requirements are intended to improve the flow of sustainability information in the corporate world. See: LNB News

ARCHIVED: This archived Practice Note summarised the key legal developments that were expected to impact the corporate governance regime during 2022 and beyond. It has not been updated since 2024. January 2024 Date Event Background Resources 22 January 2024 Financial Reporting Council (FRC) publishes the 2024 version of the UK Corporate Governance Code (UKCG Code). The FRC published the 2024 UKCG Code on 22 January 2024. The 2024 UKCG Code makes targeted and proportionate changes to the 2018 version of the UKCG Code. The 2024 UKCG Code will apply to companies with accounting periods beginning on or after 1 January 2025, with the exception of Provision 29 (internal controls), which apply to companies with accounting periods beginning on or after 1 January 2026. See News Analysis: UK Corporate Governance Code 2024 published—what’s changed?See: LNB News 22/01/2024 18. 29 January 2024 FRC publishes associated guidance to the 2024 UKCG Code. The FRC published updated guidance to aid companies in their application of the 2024 UKCG Code. This guidance does not form a substantive

Corporate analysis: Further to the government’s invitation in 2017, the GC100 has published new advice and guidance on the practical interpretation of the directors’ duty in section 172 of the Companies Act 2006 (CA 2006). This news analysis examines and summarises key points raised in the guidance.

Why you need to manage this risk The G20/OECD Principles of Corporate Governance describe effective corporate governance as requiring a sound legal, regulatory and institutional framework that market participants can rely on when they establish their private contractual relations. The UK has various corporate governance frameworks that vary in robustness and are designed to apply to different types of businesses. Certain categories of companies are bound to comply with certain frameworks or codes, while others choose to comply on a voluntary basis. Under the Companies Act 2006 (CA 2006), directors of UK companies have statutory duties and there is an increasing focus on these as part of the various corporate governance codes that are used in the UK. There is a myriad of other legislation that could call into question an organisation’s corporate governance, including health and safety law (see subtopic: Health and safety in the workplace), the Modern Slavery Act 2015 (see subtopic: Modern slavery and human trafficking), the Corporate Manslaughter and Corporate Homicide Act 2007, and the data protection regime (see subtopic:

A statement prepared by a company explaining its compliance with the corporate governance codes applicable to it.

This archived Practice Note summarised the key developments that were expected to impact the corporate governance regime during 2016. It has not been updated since 2016. For new legal developments from January 2018 and beyond, see Practice Note: Corporate governance: horizon scanning—2018 and beyond. The Financial Reporting Council (FRC) indicated in its 2015 annual report on developments in corporate governance and stewardship that it did not intend to make any substantial revisions to the UK Corporate Governance Code (UKCG Code) until 2019, although there would be minor revisions relating to the implementation of European audit legislation. Instead the FRC would focus on improving corporate culture and updating its 'Guidance on Board Effectiveness'. However, following the publication of the government's Green Paper on Corporate Governance Reform in November 2016, it is likely that there will be changes to the UKCG Code during 2017. Feel free to contact us with your suggestions for issues we could monitor using KnowhowLawyersCorporate@lexisnexis.co.uk. Mini-index January 2016 February 2016 March 2016 April 2016 June 2016 July 2016 September 2016 October