Jurisdiction(s):
United Kingdom

Key definition

Governance definition

What does Governance mean? Governance, in pensions practice, describes how a trustee board organises itself and exercises oversight, decision-making and control over an occupational pension scheme to meet legal and fiduciary duties. It encompasses the scheme’s structures, policies and internal controls, and how trustees delegate to and supervise advisers, administrators and asset managers, monitor performance, manage risk and record decisions. The term is descriptive rather than a defined legal term, but key governance requirements are prescribed in legislation and regulatory codes. In the UK, the Pensions Act 2004 and scheme administration/governance regulations, together with The Pensions Regulator’s General Code, require an effective system...

UK investor and proxy adviser ESG guidance: board oversight, climate disclosure, targets and voting policies affecting listed companies

Published by a LexisNexis Corporate expert

Practice notes

Background

Environmental, social and Governance (ESG) considerations have moved sharply up the agenda for institutional Investors in recent years. Numerous proxy advisers now issue dedicated ESG guidance and advise their institutional shareholder clients on voting approaches and wider stewardship practices. Because institutional investors hold substantial stakes in listed companies, and many lean heavily on proxy advisers when casting votes, listed companies closely track those advisers’ policies and voting Recommendations.

For more on proxy advisers—how they are supervised and the extent of their impact on listed companies—see Practice Note: Proxy advisers and ESG rating agencies—fundamentals. This Practice Note concentrates on the guidelines issued by institutional investors. For an overview of the legal and regulatory landscape for corporate ESG reporting, including obligations under the Listing Rules, the UK Corporate Governance Code (UKCG Code), the Task Force on Climate-related Financial Disclosures (TCFD) and other reporting frameworks, see Practice Notes: CSR, ESG and human rights reporting and initiatives and TCFD recommendations and other ESG reporting frameworks, standards and benchmarks [Archived]. For general information on the ESG reporting requirements to which institutional investors...

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Web page updated on 27/05/2026

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