2. Corporate Governance in the UK

Question 1

What did the Corporate Insolvency and Governance Act 2020 bring?

Answer 1

A number of extensions for the filing of various documents and a relxation to the requirements for GM due to COVID

Question 2

What are the Listing Rules?

Answer 2

A set of regulations applicable to any company listed on a United Kingdom stock exchange, subject to the oversight of the Financial Conduct Authority (FCA). The Listing Rules set out mandatory standards for any company wishing to list its shares or securities for sale to the public, including principles on executive pay and the requirement to comply or explain noncompliance with the UK Corporate Governance Code, the requirements of information in a prospectus before an initial public offering of shares, new share offers, rights issues, disclosure of price sensitive information, or takeover bids for companies.

Question 3

What are the Disclosure Guidance and Transparency Rules?

Answer 3

The Disclosure and Transparency Rules are regulations which apply to most larger companies on the London Stock Exchange.

They implement a number of EU Directives on transparency, market abuse, accounting and audit.

Question 4

Who does the UK Code 2018 apply to?

Answer 4

All companies with a premium listing, whether incorporated in the UK or elsewhere

Question 5

What is the Quoted Companies Alliance (QCA) Corporate Governance Code?

Answer 5

This is for smaller quoted companies - AIM companies - comply or explain - 10 principles

Question 6

What did The Companies (Miscellaneous Reporting) Regulations (2018) bring?

Answer 6

Corporate governance arrangements and s.172 statement for large unlisted companies
Large private companies (> 2,000 employees or turnover >£200million and balance sheet >£2billion) need to include:
• a statement in Directors’ Report on corporate governance; and
• a S.172 Statement in Strategic Report

Question 7

What are the Wates Principles and who do they apply to?

Answer 7

Large private companies - Six Principles - DROPSB

Allow sufficient flexibility for the companies to ‘apply and explain’ the principles

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