UK Corporate Governance Code

Question 1

Provision 16

Answer 1

“All directors should have access to the advice of the company secretary, who is responsible for advising the board on all governance matters. Both the appointment and removal of the company secretary should be a matter for the whole board.”

Question 2

Principle A (function of the board)

Answer 2

“A successful company is led by an effective and entrepreneurial board, whose role is to promote the long-term sustainable success of the company, generating value for shareholders and contributing to wider society. The board should ensure that the necessary resources, policies and practices are in place for the company to meet its objectives and measure performance against them.”

Question 3

Principle B (company purpose)

Answer 3

“The board should establish the company’s purpose, values and strategy, and satisfy itself that these and its culture are all aligned. All directors must act with integrity, lead by example and promote the desired culture.”

Question 4

Principle C (governance reporting)

Answer 4

“Governance reporting should focus on board decisions and their outcomes in the context of the company’s strategy and objectives. Where the board reports on departures from the Code’s provisions, it should provide a clear explanation.”

Question 5

Principle D (shareholder/stakeholder engagement)

Answer 5

“In order for the company to meet its responsibilities to shareholders and stakeholders, the board should ensure effective engagement with, and encourage participation from, these parties.”

Question 6

Principle E (workforce)

Answer 6

“The board should ensure that workforce policies and practices are consistent with the company’s values and support its long-term sustainable success. The workforce should be able to raise any matters of concern.”

Question 7

Principle G (composition of the board)

Answer 7

“The board should include an appropriate combination of executive and non executive (and, in particular, independent non executive) directors, such that no one individual or small group of individuals dominates the boards decision making. There should be a clear division of responsibilities between the leadership of the board and the executive leadership of the company’s business.”

Question 8

Provision 11 (composition of the board)

Answer 8

“At least half of the board, excluding the chair, should be non-executive directors whom the board considers to be independent.”