2 - CG in the UK

Question 1

7 key areas of CG falling outside of UKCG Code (laws)

Answer 1

• Companies laws
• Laws regulating fin. markets and services
• Environmental laws
• Health and safety laws
• Employment and pension laws
• Insolvency law
• Laws on money laundering and insider dealing

Question 2

What do the UK Listing Rules require? (re. CG)

Answer 2

All companies with premium listing must comply with UK CG Code, or explain non-compliance

Question 3

Which rules are currently set out in FCA handbook?

Answer 3

• Listing Rules
• Prospectus
• Disclosure Guidance and Transparency Rules

Question 4

UKCG Code sets out good practices to enable boards to: (4)

Answer 4

• Establish purpose, strategy and values, aligning with culture to achieve long-term success
• Consider practices and processes to ensure effective interaction with stakeholders
• Develop effective policies to ensure diversity
• Ensure appointments are based on merit and objective criteria

Question 5

Why was CG initially aimed at listed companies, and why has the focus increased to include large private companies lately?

Answer 5

• Because it was intended to protect the investor by making boards and managers accountable - and owners of private co’s are often their managers
• Due to scandals at large private companies

Question 6

6 principles of Wates CG Principles

Answer 6

• Purpose and Leadership
• Board composition
• Director Responsibilities
• Opportunity and Risk
• Remuneration
• Stakeholder Relationships and Engagement