UK Corporate Governance Code and associated guidance

The UK Corporate Governance Code sets out standards of good practice in relation to matters such as board leadership and company purpose, division of responsibilities among board members, composition, succession and evaluation of the board and its members, audit, risk and internal control and the remuneration of board members. It is not a set of rigid rules, but it comprises Principles and Provisions that those companies that adopt it can “comply or explain” against. The most recent version of the UK Corporate Governance Code is that published by the Financial Reporting Council (FRC) for financial years beginning on or after 1 January 2025 (the 2024 Code). There is then associated guidance published by the FRC to support those who use the 2024 Code by providing advice, further detail and examples. That guidance links through to further guidance on topics published by the FRC and others. The UK Listing Rules require a listed company (whether incorporated in the UK or overseas) to apply the Principles of the 2024 Code in a manner that shareholders can evaluate and comply or explain against its Provisions.

UK Corporate Governance Code

• UK Corporate Governance Code 2024 – January 2024 (applies to accounting periods beginning on or after January 1, 2025, save for Provision 29 which will apply to accounting periods beginning on or after January 1, 2026)
• UK Corporate Governance Code – July 2018 (applies to accounting periods beginning on or after January 1, 2019)  

Associated guidance

• FRC: Guidance on the Going Concern Basis of Accounting and Related Reporting (including Solvency and Liquidity Risks) – February 2025
• FRC: Corporate Governance Code 2024 Guidance published – (and as updated) January 2024
• FRC Improving the quality of ‘comply or explain’ reporting – February 2021
• FRC 2018 UK Corporate Governance Code FAQs – November 2018 
• FRC Guidance on Board Effectiveness – July 2018
• FRC Guidance on Audit Committees (relating to Section C.3 of UK Corporate Governance Code) – April 2016
• FRC Guidance on risk management, internal control and related financial and business reporting (relating to Sections C.1 and C.2 of UK Corporate Governance Code) – September 2014
• FRC Guidance for directors of banks on solvency and liquidity risk management and the going concern basis of accounting (relating to Sections C.1 and C.2 of UK Corporate Governance Code) – September 2014

Financial Reporting Council reviews

• FRC: Annual review of corporate governance reporting – November 2025
• FRC: Annual review of corporate governance reporting – November 2024 
• FRC: Annual review of Corporate Governance reporting – November 2023
• FRC: Annual review of Corporate Governance reporting – November 2022
• FRC: Annual Review of Corporate Governance reporting – November 2021
• FRC Review of Corporate Governance Reporting – November 2020
• FRC Annual Review of Corporate Governance and Reporting 2018/2019 – October 2019
• FRC Developments in Corporate Governance and Stewardship 2016 – January 2017
• FRC Corporate Culture and the Role of Boards: Report of Observations – July 2016
• FRC Developments in Corporate Governance and Stewardship 2015 – January 2016
• FRC Developments in Corporate Governance and Stewardship in 2014 – January 2015
• FRC Developments in Corporate Governance 2013: The impact and implementation of the UK Corporate Governance and Stewardship Codes – December 2013
• FRC Developments in Corporate Governance 2012: The Impact and Implementation of the UK Corporate Governance and Stewardship Codes – December 2012

Other guidance

• ICSA: Review of the effectiveness of independent board evaluation in the UK listed sector – January 2021
• Tomorrow's Company Tomorrow’s Good Governance Forum: Improving board evaluation to achieve greater board effectiveness – September 2016
• IoD 2016 Good Governance Report – September 2016
• Tomorrow's Company Governing culture: risk and opportunity? – A guide to board leadership in purpose, values and culture – July 2016
• ICSA/EY The Nomination Committee - Coming Out of the Shadows – May 2016
• FRC Guidance on the Going Concern Basis of Accounting and Reporting on Solvency and Liquidity Risks: Guidance for directors of companies that do not apply The UK Corporate Governance Code – April 2016
• IIRC Creating value – Value to the board – November 2014
• ABI Report on improving corporate governance and shareholder engagement – July 2013
• ABI Report on Comply or Explain: Investor expectations and current practices – December 2012
• ABI Report on board effectiveness – Updating progress, promoting best practice – December 2012

Our briefings

• UK Corporate Governance Code 2024 and accompanying guidance – Implications for listed issuers – February 2024
• Changes proposed to UK Corporate Governance Code – Potential implications for listed issuers – June 2023
• The new shorter and sharper 2018 UK Corporate Governance Code – July 2018
• Consultation on “shorter and sharper” UK Corporate Governance Code – December 2017