Chapter 12: Corporate governance

This chapter provides guidance on corporate governance codes affecting companies, including the 2012 Corporate Governance Code. It looks at the board of directors, its role and effectiveness, directors’ insurance, the company secretary, the chairman, non-executive directors and senior independent directors, the nomination committee, the induction and development of directors, performance evaluation and retirement by rotation. It examines the remuneration of directors – reporting, guidance, directors’ service agreements and share options and other long term incentive schemes. It also covers financial reporting and internal control, looking at the financial reporting requirements, risk management and the audit and risk committees. It provides guidance on relations with shareholders, the constructive use of the AGM, dialogue with institutional shareholders and the Stewardship Code. It looks at other corporate governance guidance, and guidance from institutional investors. Corporate social responsibility is also examined, with guidance on the statement of investment principles, institutional investor guidelines and business ethics and sustainability. It also covers political donations and enforcements against directors.

Precedents include:

  • Precedent 12.A Model board resolution on independent professional advice for directors

  • Precedent 12.B Example of company approval resolution for political donations

  • Precedent 12.C Example of holding company approval resolution for political donations


    The Uk Corporate Governance Code
    The Board Of Directors
    Directors' Remuneration
    Financial Reporting And Internal Control
    Relations With Shareholders
    Other Corporate Governance Guidelines
    Corporate Social Responsibility (csr)
    Political Donations
    Corporate Governance For Large Private And Unlisted Companies