Corporate governance meaning

ARCHIVED: This archived checklist summarises how the 2012 edition of the UK Corporate Governance Code differed from the 2010 UK Corporate Governance Code. It is not maintained and is supplied for background information only. Checklist—2010 UKCG Code and 2012 UKCG Code compared In September 2012, the Financial Reporting Council issued a new edition of the UK Corporate Governance Code (the 2012 UKCG Code) following its two-yearly consultation on potential amendments to the UK Corporate Governance Code (UKCG Code), which began in April 2012. The 2012 UKCG Code applies to companies with accounting periods commencing on or after 1 October 2012. The points below indicate how the 2012 UKCG Code varied from the version released in 2010 (the 2010 UKCG Code): Governance and the Code: Wording unique to the 2010 edition and the preceding review of the UKCG Code has been removed. Preface: Wording unique to the 2010 edition and the preceding review of the UKCG Code has been removed...

Checklist This checklist sets out principal matters to address when launching an internal inquiry into suspected criminal conduct. For fuller guidance, see Practice Note: How to plan and conduct an internal investigation. What is the purpose of the investigation? Prioritise fact-finding over determining liability. What is the scope of the investigation? Create clear terms of reference. Decide who should undertake the investigation and assign roles within the investigation. If Board members will be involved, verify whether a board resolution is required to authorise this. Take legal advice on likely Legal Professional Privilege (LPP) issues. Ensure the Board, or a duly constituted sub-committee, oversees the investigation and is identified as ‘the client’ in any engagement letter and/or correspondence with internal and/or external lawyers; keep written records of these decisions. If deploying internal audit, consider whether it was involved in the predicate events...

Do the requirements for appointing member-nominated trustees (MNTs) or member-nominated directors (MNDs) apply? Verify whether the arrangement is a trust-based occupational pension scheme. Identify whether the scheme is exempt; if it is, document the method used to reach that conclusion. Which of the requirements apply: member-nominated trustees (MNTs) or member-nominated directors (MNDs)? Determine if the trustees are individuals, a corporate entity, or a combination of both. Where trustees are individuals, or a mix of individual and corporate trustees, the MNT requirements apply. If there is a sole corporate trustee, or all trustees are corporate, the MND requirements apply. If a company acts as trustee for more than one scheme to which MND rules apply, decide whether those rules apply to it separately for each scheme, as though the schemes were a single scheme, or a blend of both approaches. The requirements Ensure at least one-third of the trustees are MNTs, or...

This flowchart sets out a summary of the recruitment process for hiring a staff member. Note: It is compiled from the employer’s perspective...

In this issue: Pay Prohibited conduct (discrimination etc) Equality, diversity and inclusion Whistleblowing Coronavirus (COVID-19) Issues arising on termination Employment tribunals Corporate governance Immigration Daily and weekly news alerts New and updated content IRLR Highlights—September 2024 Dates for your diary Trackers New Q&As Pay Think tank High Pay Centre released analysis of FTSE 100 executive pay for 2023. While CEO pay growth has eased after the post-pandemic surge, the median package hit a new record, up from £4.1m in 2022 to £4.19m in 2023. See: LNB News 12/08/2024 34. Prohibited conduct (discrimination etc) ET permitted to reject dismissal complaints despite the employer’s previous omission to make reasonable adjustments. In Parnell v Royal Mail Group [2024] EAT 130, the claimant brought about 31 employment tribunal claims, divided into two periods, each decided by a different tribunal...

In this issue: Economic Crime and Corporate Transparency Act 2023 Equity capital markets Private M&A (share purchase) Corporate governance—EU Members Company restoration Daily and weekly news alerts Dates for your diary Trackers Useful information New Q&As Economic Crime and Corporate Transparency Act 2023 Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024 SI 2024/1377: These Regulations update LLP company law to reflect recent changes under the Economic Crime and Corporate Transparency Act 2023 and expand the scenarios in which a person’s residential address can be withheld from the company register, covering former registered office addresses, while maintaining corporate openness and aligning LLP provisions. They commence on 27 January 2025. See: LNB News 07/11/2024 27. Equity capital markets The Financial Conduct Authority has released Policy Statement PS24/19: Enhancing the National Storage Mechanism, setting out the feedback to Consultation Paper CP24/17, its longer-term vision for the NSM, and...

In this issue: Companies House Corporate governance Equity capital markets Accounts and reports Economic Crime and Corporate Transparency Act Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Companies House Companies House announces fee changes from February 2026 Companies House has confirmed a revised fees schedule from 1 February 2026, following its annual assessment to align charges with the cost of providing services. Notably, the digital incorporation filing fee will rise to £100, and the digital confirmation statement fee will increase to £50. These adjustments are set out in the Registrar of Companies (Fees) (Amendment) Regulations 2025 (SI 2025/1137), which were laid before Parliament on 30 October 2025 and take effect on 1 February 2026. The accompanying explanatory memorandum states that the updated fees are intended to recover increased costs linked to implementing the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) and the Economic...

Family business culture Given the relatively high expense of sourcing and appointing senior staff, holding on to the right people with the right expertise is vital for any firm, and even more so for a family-run enterprise where hiring can be tougher than for rivals. Working in a family company brings upsides; research points to greater loyalty, satisfaction, flexibility and security. Yet drawbacks can appear, such as ambiguity, perceived unfairness, muddled accountability and family politics. The task is to bring in senior leaders who align with the culture and to ensure they are incentivised to remain and help grow the business. Therefore, a family business must shape recruitment and induction so they reflect its distinctive culture and complexity. Not every senior executive will thrive in a family setting, and cultural alignment may, in the end, matter as much as formal credentials. This must be weighed against the need to attract high-calibre people and keep them engaged for the long haul. Practical measures available to family firms include supporting new...

This Resource Note spotlights commentary, analysis and materials to aid interpretation and give practical guidance on applying Chapters 1, 1A, 1B and 1C of the Disclosure Guidance and Transparency Rules: DTR 1, DTR 1A, DTR 1B and DTR 1C respectively. Materials referenced here include, where pertinent: the Financial Conduct Authority (FCA) Handbook FCA Knowledge Base guidance—Procedural notes and Technical notes (constituting formal guidance and binding on the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA newsletter List!, where still relevant to interpreting or applying a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to interpreting a provision Lexis+ UK analysis and resources Setting the scene What it covers: DTR 1 sets out the Disclosure guidance, explaining its scope and purpose; DTR 1A sets out the transparency rules with their scope and purpose;...

Family office The phrase ‘family office’ spans a wide array of circumstances, so there is no universally agreed definition. The Family Firm Institute, however, characterises a family office as: ‘A separate entity apart from the operating business (and sometimes created with the assets realised after the sale of a family enterprise) consisting of a diversified wealth portfolio held for the benefit of the family’ (Family Enterprise; understanding Families in Business and Families of Wealth Wiley 2014 (not reported by LexisNexis®)). Such offices are largely, and more commonly, the preserve of high net worth—indeed ultra high net worth—families (ie those with investable assets above $30m), with varied holdings and complex affairs. That complexity can create scope for disputes. Nonetheless, with a well-designed structure supported by a clear strategy and effective family governance, a family office can yield substantial advantages. These benefits accrue not only to the family members themselves but also, through coordinated philanthropic efforts, to the broader community. Likely features of a family office include: a...

Memorandum prepared by [ Name of Firm ] for the directors of [ insert company name ] (the Company) providing guidance on annual environmental reporting obligations and disclosures 1 Scope This memorandum sets out the principal environmental disclosures the Company must present in its annual report and accounts. It reviews and explains the Companies Act 2006 (CA 2006) obligation to provide climate-related disclosures in line with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), the need to state greenhouse gas (GHG) emissions, energy consumption and actions to improve energy efficiency under the Streamlined Energy and Carbon Reporting (SECR) regime, and other environmental legislation [ , as well as relevant principles and provisions within the QCA Corporate Governance Code (QCA Code) and the Wates Corporate Governance Principles for Large Private Companies (Wates Principles) ]. It also offers practical guidance for companies when assembling their environmental disclosures for reporting purposes. [ As an AIM company, the Company is subject to continuing disclosure obligations under the AIM...

This agreement is dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of company in which the shares are held ], incorporated in England and Wales with company number [ insert company number ] and having its registered office at [ insert address ] (the Company), [ Insert name of company in which the shares are held ], incorporated in England and Wales with company number [ insert company number ] and having its registered office at [ insert address ] (Newco 2), [ Insert name of company in which the shares are held ], incorporated in England and Wales with company number [ insert company number ] and having its registered office at [ insert address ] (Newco 3), The various persons named and addressed in Schedule 1 (together, the Managers), and The various persons named and addressed in Schedule 3 and any other such person as defined in clause 1.4 (the Investors) ...

Memorandum prepared by [ Name of Firm ] For the directors of [ insert company name ] (the Company) advising on annual environmental reporting 1 Scope This memorandum outlines the principal environmental disclosures the Company must include within its annual report and accounts. It addresses the UK Listing Rule and Companies Act 2006 ( CA 2006 ) obligations to present climate-related information consistent with the recommendations of the Task Force on Climate-related Financial Disclosures ( TCFD ). It also covers the duty to disclose greenhouse gas ( GHG ) emissions, energy consumption and measures to improve energy efficiency under the Streamlined Energy and Carbon Reporting ( SECR ) framework, together with other environmental legislation [ , and relevant principles and provisions from the UK Corporate Governance Code ( UKCG Code ) ] . In addition, it provides practical guidance to assist companies in compiling robust environmental disclosures. As a listed entity, the Company is further subject to continuing disclosure duties under the UK Listing Rules, the Disclosure Guidance...

We proceed on the basis that the pension scheme in question is a defined benefit scheme and that the former MND is a member. Whether the former MND should first contest the outcome of the MND election through the pension scheme’s internal dispute resolution procedure, or complain straight to the Pensions Regulator, depends on the nature and seriousness of the breach...