FRC Guidance on Board Effectiveness meaning

UKCG Code, UK Listing Rules and DTRs The UKCG Code applies to companies that hold a listing of equity shares in the equity shares (commercial companies) category, whether incorporated in the UK or elsewhere, and it sets out provisions on the establishment of committees of the board. It requires the creation of an audit committee, and it also envisages that, in particular circumstances, companies with a listing of equity shares in the equity shares (commercial companies) category may wish to establish a separate risk committee. For further guidance on audit committees, see Practice Note: The audit committee. Under the Financial Conduct Authority (FCA) UK Listing Rules (UKLR), all companies with a listing of equity shares in the equity shares (commercial companies) category are required either to comply with the provisions of the UKCG Code or to explain to shareholders in their next annual report why they have not done so, reflecting the 'comply or explain' principle...

The purpose of internal control Internal control exists to support the identification, handling and mitigation of risk in settings where a company’s aims, internal organisation and the broader markets in which it operates are constantly shifting, adapting to changing conditions, and the risks it encounters will evolve over time and across cycles. Although a company cannot abolish these risks, a robust internal control system is central and fundamental to managing risks that are material to achieving its business objectives and to helping safeguard shareholders’ investment interests and the company’s assets and resources. Under the Financial Reporting Council’s UK Corporate Governance Code (UKCG Code), the board of a premium listed company must establish processes to manage risk effectively, oversee the internal control framework, and define the nature and scale of the principal risks it is prepared to assume in pursuing its strategic objectives. In addition, the Disclosure Guidance and Transparency Rules (DTRs) require an issuer to make a range of disclosures about internal control and risk management systems within its...

STOP PRESS A refreshed UK Corporate Governance Code (UKCG Code) was released on 22 January 2024 (the 2024 UKCG Code). It introduces modest amendments to the 2018 iteration (2018 UKCG Code). The 2024 UKCG Code takes effect for accounting periods commencing on or after 1 January 2025, save for Provision 29—covering the board’s declaration on internal controls—which applies to periods beginning on or after 1 January 2026. In parallel, the best practice guidance that accompanied the 2018 UKCG Code has been consolidated into a single digital resource supporting the 2024 UKCG Code. For more detail, see News Analysis: UK Corporate Governance Code 2024 published—what’s changed? This Resource Note distils the principal provisions of Section 1 (Leadership and Purpose) of the UK Corporate Governance Code and signposts pertinent third-party materials, guidance, commentary and analysis, together with resources, to provide practical assistance on applying the Code...