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Principles of corporate governance

Find out more about the theory and principles of corporate governance and new developments in corporate governance codes and reviews

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Need to know

Key information for those new to corporate governance
What is corporate governance?
  • Article
  • Corporate Governance
The purpose of corporate governance is to facilitate effective, entrepreneurial and prudent management that can deliver the long-term success of the company.
UK Corporate Governance timeline
  • Listing
  • Corporate Governance
This page lists the key milestones in the development of UK corporate governance beginning with the Cadbury Report. It includes significant reports and reviews, code changes and ICAEW initiatives.
Corporate governance committee
  • Listing
  • Corporate Governance
ICAEW Corporate Governance Committee is delegated by the Institute Council to have specific responsibilities.

CPD Training courses

Stay on top of the rapidly evolving corporate governance landscape and discover how to be a high-performing board director.
Corporate governance courses
Octopus

Corporate governance codes and reviews

Find out more about the UK Corporate Governance Code, as well as the reports that have shaped standards in the past and the ongoing reviews looking to the future of corporate governance.
Corporate governance codes and reports
  • Hub page
  • 26 Feb 2016
The early 1990s saw increasing calls for standards in corporate governance to be raised in the wake of the BCCI and Maxwell cases. Since then, there have been a number of key reports on corporate governance in the UK which you can access through the links on this page.
UK Corporate Governance Code
Updated 22 January 2024, The UK Corporate Governance Code (formerly known as the Combined Code) sets out standards of good practice for listed companies on board composition and development, remuneration, shareholder relations, accountability and audit. The code is published by the Financial Reporting Council (FRC).
Corporate governance reviews
  • Listing
  • 24 Mar 2021
A roundup of current and recently concluded corporate governance reviews and inquires

Articles

INSIGHTS VIEWPOINT Is your sustainability assurance house in order?
  • 23 Oct 2024
  • ICAEW Insights
Sustainability claims made by businesses are increasingly under the spotlight. How should internal audit work with external providers of assurance to ensure material controls are fit for purpose?
Exclusive INTERNAL AUDIT COMMUNITY Internal audits role in navigating the new internal control attestations
  • 28 Sep 2024
  • Michael Lucas, Brave Within LLP
As we approach the end of 2024 listed companies and those that state compliance with the UK Corporate Governance Code are increasingly turning to the question of how to address the requirement to provide an attestation over the effectiveness of material financial, operational, compliance and reporting controls.
INSIGHTS VIEWPOINT New Internal Audit Code to strengthen corporate governance
  • 11 Sep 2024
  • ICAEW Insights
Enhanced Chartered Institute of Internal Auditors Code of Practice aims to tackle emerging risks, bolster business resilience and support economic stability.
INSIGHTS VIEWPOINT Corporates hold true to Wates Principles in governance reports
  • 22 Aug 2024
  • ICAEW Insights
Voluntary code continues to be the most popular framework among larger companies for providing guidance on corporate governance reporting, according to FRC research.
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Webinars and recordings

Exclusive CORPORATE GOVERNANCE COMMUNITY UK Corporate Governance Code: Managing stakeholder expectations amidst regulatory uncertainty with Diligent
  • Webinar
  • Apr 2024
Gain a strong understanding of UK Corporate Governance Code to confidently navigate regulatory change.
The BEIS White Paper – is ARGA the corporate governance regulator we need?
  • Podcast
  • Jun 2021
The BEIS whitepaper proposes replacing the current regulator, the Financial Reporting Council, with a new, more powerful body, the Audit Reporting and Governance Authority – ARGA. ICAEW’s Iain Wright is joined by a mega-panel of experts to discuss this proposal.
The BEIS White Paper – how do we restore trust through corporate governance?
  • Podcast
  • Jun 2021
Trust in business and other institutions, such as Parliament and the press, has been declining for decades. How do we reverse the tide? Do the measures in the BEIS whitepaper set out a path to build back trust?
The BEIS White Paper – why do we need audit and corporate governance reform now?
  • Podcast
  • Jun 2021
The BEIS consultation on audit and corporate governance reform proposes sweeping changes that will have a profound impact on the way corporate Britain operates. Why is this necessary now? What will it mean in practical terms? And is the timing right?
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Thought leadership

See how ICAEW's thinking on corporate governance has evolved through our previous thought leadership series.

CONNECT AND REFLECT Marking governance out of 10
  • May 2021
  • PDF (1,812kb)
Marking governance should underpin work on corporate culture, risk management and board evaluations. Confident companies will welcome an in-depth analysis which highlights any weak areas which can be improved. In time investors and other stakeholders are likely to pay as much attention to governance marks as they do to audited accounts.
CONNECT AND REFLECT Why company directors should use social media
  • May 2020
  • PDF (1,312kb)
Directors should start using social media to engage with all stakeholders. Social media attracts an enormous number of users, including company employees, suppliers, and existing and new customers. In this ICAEW Connect and Reflect report, we describe the benefits of social media for directors.
CONNECT AND REFLECT How whistleblowing helps companies
  • Apr 2019
  • PDF (775kb)
The latest ICAEW Connect and Reflect report shows how whistleblowing can help companies and provides an action plan for boards. We explore the five benefits of whistleblowing for companies and then outline the five-point action plan that boards can implement in order to maintain their systems of checks and balances.
CONNECT AND REFLECT How employee directors add value
  • Oct 2018
  • PDF (825kb)
In this Connect and Reflect report, ICAEW urges boards to consider the value that employee directors can bring to their organisation. The publication explains the role and responsibilities of employee directors and outlines a five-point action plan that should enable boards to take this step to improve their corporate governance.
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The new boardroom agenda

The key to success in any organisation is long term, sustainable growth but managing that is harder than ever. Faster moving, more complex risks – and opportunities – require more assiduous monitoring, more informed decision-making, and much greater coordination among all employees to ensure corporate success.

Our new content series explores the central role board members play in this endeavour and how crucial they are to any organisation’s long term health.

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Representations on Corporate governance

ICAEW makes representations to policymakers and regulators on behalf of the accountancy profession explaining how changes to policy and legislation will impact day-to-day practice.
ICAEW REP 057/24 Accountability within public bodies
  • Jul 2024
  • PDF (281kb)
A representation dated 28 June 2024 to a consultation published by the Committee on Standards in Public Life.
ICAEW REP 014/24 FRC Consultation on Draft Plan and Budget for 2024-25
  • Feb 2024
  • PDF (256kb)
A representation dated 26 January 2024 to a consultation published by the FRC on 15 December 2023.
ICAEW REP 094/23 UK Corporate Governance Code Consultation
  • Sep 2023
  • PDF (400kb)
A representation dated 13 September 2023 to a consultation published by FRC on 24 May 2023. Restoring trust in the UK’s corporate reporting, governance and audit regime requires a fully ‘joined-up’ approach to reform.
ICAEW REP 064/23 Primary market effectiveness review
  • Jul 2023
  • PDF (217kb)
A representation dated 30 June 2023 to a consultation published by FCA on 3 May 2023.
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Bloomsbury Accounting and Tax Service

Eligible firms have free access to Bloomsbury Professional's comprehensive online library, comprising around 80 titles from some of the country's leading tax and accounting subject matter experts. Find out who is eligible and how you can access the Accounting and Tax Service.

Exclusive Directors' remuneration
  • eBook chapter
  • 2024
  • Saleem Sheikh
  • Bloomsbury Professional
  • Company Law Handbook
Overview of key recommendations made for directors' remuneration, as well as the statutory and common law position.
Exclusive Corporate governance and the code
  • eBook chapter
  • 2024
  • Saleem Sheikh
  • Bloomsbury Professional
  • Company Law Handbook
A chapter examining the concept of 'corporate governance' and its growth and development in England, including the UK Corporate Governance Code.
Exclusive Corporate governance
  • eBook
  • 2024
  • Financial Reporting Council
  • Bloomsbury Professional
  • Corporate Governance
The full text of the Combined Code and related documents issued by the Financial Reporting Council.
Exclusive The corporate governance journey
  • eBook chapter
  • 2020
  • Andrew Chambers
  • Bloomsbury Professional
  • Corporate Governance Handbook
An overview of the corporate governance framework in the UK and the evolution of the UK’s Corporate Governance Code.
Exclusive Understanding corporate governance
  • eBook chapter
  • 2020
  • Andrew Chambers
  • Bloomsbury Professional
  • Corporate Governance Handbook
The meaning of corporate governance and how to apply its theories in practice are covered in this eBook section.
Exclusive Risk management and internal control
  • eBook chapter
  • 2020
  • Andrew Chambers
  • Bloomsbury Professional
  • Corporate Governance Handbook
An overview of internal control and risk management in the UK’s Corporate Governance Code, with four example checklists.

Terms of use: You are permitted to access, download, copy, or print out content from eBooks for your own research or study only, subject to the Acceptable usage terms.

eBooks

The Library & Information Service provides a collection of eBooks as a benefit of membership. Please note that ICSA publications are only available to ICAEW members and ACA students.  Please log in to access these titles. If you are unable to access an eBook, please see our Help and support or contact library@icaew.com.

Exclusive Driven to the brink: why corporate governance, board leadership and culture matter
  • eBook
  • 2017
  • Alicia Micklethwait, Patricia Dimond
  • Palgrave
A collection of stories about how inadequate governance and flawed culture caused a massive destruction of shareholder value.
Exclusive Handbook of board governance, The: a comprehensive guide for public, private, and not-for-profit board members
  • eBook
  • 2016
  • Richard Leblanc, John Fraser (eds.)
  • John Wiley & Son
This title provides comprehensive, expert-led coverage of all aspects of corporate governance for public, nonprofit, and private boards. Provides practical guidance and expert insight relevant to board members across the spectrum to aid the building of a more effective board. Written from the United States perspective.
Exclusive Non-executive director's handbook (4th edition)
  • eBook
  • 2016
  • Brian Coyle
  • ICSA Publishing
An essential source of reference and route map for the position of Non-executive director. Contains case studies and checklists throughout.
Exclusive Directors' disclosures
  • eBook
  • 2013
  • Carol Shutkever | Sarah Hawes
  • ICSA Publishing
This guide provides an overview of the provisions relating to the disclosure of information about the directors of a UK-incorporated company. It gives a summary of the relevant law and regulation impacting on listed companies (both Main Market and AIM), but is also of relevance for UK private companies.

Terms of use: You are permitted to access, download, copy, or print out content from eBooks for your own research or study only, subject to the terms of use set by our suppliers and any restrictions imposed by individual publishers. Please see individual supplier pages for full terms of use.

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Useful links

PWC Annual Corporate Directors Survey
  • PwC
Results from the latest PWC survey, which received responses from 663 public company directors. Provides in-depth analysis of contemporary governance trends and emphasises how boards are reacting to a rapidly evolving governance landscape.
Review of the 2024 AGM season
  • Georgeson
Leading global proxy solicitor, shareholder engagement firm and corporate governance advisors Georgeson publish an annual review of trends from European AGMs covering the following jurisdictions: UK, France, the Netherlands, Germany, Switzerland, Italy and Spain (a separate report is published on Denmark). Each countries entry is divided into three sections: voting; proxy advisers; corporate governance developments.
FRC Corporate Governance review 2023/24
  • Financial Reporting Council
FRC report from November 2024, which gauges the quality of reporting against the UK Corporate Governance Code 100 FTSE 350 and Small Cap companies were assessed. Previous editions can also be viewed
The UK Corporate Governance Code
  • Financial Reporting Council
The 2024 Code will apply to financial years beginning on or after 1 January 2025, other than provision 29 which will apply to financial years beginning on or after 1 January 2026. Please refer to the 2018 Code for the reporting periods prior.

ICAEW accepts no responsibility for the content on any site to which a hypertext link from this site exists. The links are provided ‘as is’ with no warranty, express or implied, for the information provided within them. Please see the full copyright and disclaimer notice.

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Further resources

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Join the community

Stay up to date with the latest news and developments in corporate governance. Membership is free and open to everyone, including non-ICAEW members.

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New Boardroom Agenda

Exploring the central role board members play in this endeavour and how crucial they are to any organisation’s long term health.

See more
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Board effectiveness

The responsibility for an effective board falls on both board members – to provide the traditional guidance while taking on new non-traditional responsibilities, like corporate ethics – and the company to engage their board in the right way.

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Information

Some of the content on this web page was provided by the Chartered Accountants’ Trust for Education and Research, a registered charity, which owns the library and operates it for ICAEW.