Introduction
Corporate governance is a critical component of any business. In the United Kingdom, it is predominantly regulated by the UK Corporate Governance Code and the Companies Act 2006. The Code, administered by the Financial Reporting Council, outlines the principles of good corporate governance aimed at companies listed on the London Stock Exchange.
However, even if your business is privately held, you can still benefit from adhering to the Code. Its purpose is to ensure that companies are well-managed, follow ethical practices, and operate transparently. In this article, we’ll look into the Code in more detail and explain its core principles.
What is Corporate Governance?
Corporate Governance is a term used to describe the set of rules, processes and practices by which a company is directed and controlled. In the UK, we have laws and regulations called the Companies Act 2006, which covers a wide range of topics, including the duties of directors, the rights of shareholders, and the formalities of doing business under the law of England and Wales or Northern Ireland.
We also have the Financial Reporting Council (FRC), an independent regulator that sets the UK’s Corporate Governance and Stewardship Codes. These codes foster transparency and integrity in business and encourage companies to act in the best interests of their shareholders, customers, employees and society as a whole.
As part of its role, the FRC regulates auditors, accountants, and actuaries and monitors and takes action to improve corporate reporting. It also consults with companies and stakeholders to review and revise the UK Corporate Governance Code to ensure it remains effective in promoting good corporate governance.
And that’s important because it helps to build trust and confidence in companies and makes sure they operate responsibly and sustainably. This can help attract investment, grow the economy, create jobs, and promote social and environmental awareness.
The Five Key Sections of the Corporate Governance Code
The Code is broken down into five sections, each designed to address specific areas of the company’s operation:
Board Leadership and Company Purpose
Board leadership refers to the role of the board of directors in overseeing the company’s management and ensuring that it operates ethically and sustainably. A strong board is vital for the success of any company, as it guides the organisation’s strategy, policies, and decision-making processes.
The second aspect, company purpose, refers to a business’s reason for existing beyond just making profits. Companies with a clear and meaningful purpose, such as contributing to society or promoting sustainability, are more likely to attract and retain customers and employees who share their values.
Division of Responsibilities
Companies must clearly define and separate the roles and responsibilities of their board of directors and executive management. Doing so ensures that no single individual or group has unchecked power and that decision-making processes are independent and objective.
A clear division of responsibilities enables companies to better manage risks, allocate resources, and pursue long-term growth and sustainability. It also builds trust and confidence among stakeholders, including investors, regulators, employees, and customers. So, companies that adopt the division of responsibilities principle are better positioned to deliver long-term value and contribute to the broader society.
Composition, Succession and Evaluation
When running a successful company, a diverse board is vital. Having members with different skills, backgrounds, and experiences brings unique perspectives to the table, which can lead to creative problem-solving and new ideas. This can give a company the competitive edge it needs in an ever-changing market.
Additionally, a diverse board ensures all stakeholders are represented, particularly in a globalised business world where cultural awareness and sensitivity are crucial.
It is essential to review the composition of a board regularly to ensure that it stays relevant and up to date with industry trends and demands. This also allows for fresh perspectives and voices to be included so the board can continue driving the company forward.
Audit, Risk and Internal Control
The board must implement robust and transparent audit, risk, and internal control policies and procedures for the business to operate correctly. These ensure that a company can accurately represent their finances and assets, ultimately making it a reliable and trustworthy business.
Implementing these measures might sound bureaucratic or complicated. But they’re actually crucial to building stakeholder trust and ensuring the long-term success of your company. By keeping track of essential data through internal audits and providing proper risk management, you can demonstrate to investors, employees, and customers that your business is a safe and lucrative choice.
Remuneration
Executive remuneration refers to the rewards given to a company’s top executives. This principle is crucial as it aims to align executive pay with company performance and financial success. By doing so, businesses can drive a culture of accountability and motivation throughout the organisation and ensure that executives are incentivised to create sustainable long-term value for stakeholders.
Maintaining transparency and fairness in executive remuneration is essential. It strengthens public trust in the business and provides investors with confidence in the leadership team’s decisions. So, companies must follow this principle diligently to drive good governance and support their long-term growth and success.
Summary
In conclusion, the UK’s Corporate Governance Code is a compass for businesses navigating the complexities of ethical and effective operations. It’s not just a set of rules but a blueprint for success, fostering trust and confidence among stakeholders, driving innovation through diversity, and promoting transparency in every facet of business operation.
Embracing the Code doesn’t just tick the compliance box. It positions your business at the front of corporate governance and paves the way for long-term success.
Birch Law specialise in corporate governance. If you have any questions about structuring your company for success, please contact our team, who’ll be happy to share their knowledge and advice.
