UK Corporate Governance Code 2018

Sets out good practice to enable boards to

Establish their company's purpose, strategy and values and satisfy themselves that these are aligned to their company's culture and aimed at achieving long-term success for the company

Consider the practices and processes that to be put in place to ensure an effective interaction with the company's employees, customers, suppliers and wider stakeholders

Develop effective policies to ensure diversity (gender, social and ethnic backgrounds, cognitive and personal strengths) on the board within the management team and in the management pipeline

Ensure that appointments to boards are based on merit and objective crtieria to avoid group think

Includes new requirements for the board to consider the needs and views of a wider range of stakeholders, integrity and corporate culture, diversity and how the overall governance of the company contributes to its long-term success

Split into 5 sections

Board leadership and company purpose

This section concentrates on the role and responsibilities of the board as a whole

Division of responsibilities

This section focuses on the division of responsibilities between the Chair and the CEO, the make up of the board and the role of the NEDs

Composition, succession and evaluation

Talks about the selection and appointment process for directors and committee members. It also outlines the requirements for annual evaluation of the board, its committees and individual members

Audit, risk and internal controls

This section focuses on the internal and external audit functions and on the establishment of procedures to manage risk and oversee internal controls

Remuneration

This section concentrates on the process for developing and overseeing a remuneration policy for directors and senior executives

Listed companies are required to make a statement in their annual report and accounts on how they have

Applied the spirit of the Principles

Complied with, or explain why they have not complied with, the Provisions and supporting guidelines for the code

The statement should allow shareholders to evaluate the application of the Principles by the company and the actions taken by the company in support of the Principles and the outcome of those actions and whether a description of how the provisions and additional guidance has been complied with

The justification for any non-compliance should set out the background, provide clear rationale for the action the company is taking and explain the impact the action has had. Any action that is time bound should also state the time limit for completion

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