UK Combined Code on Corporate Governance

ACCA P3考試：UK Combined Code on Corporate Governance

1. Description

The UK Corporate Governance Code ("the Code") sets out best practices in relation to leadership, board effectiveness, its accountability, remuneration and relations with shareholders.*

2. Principles

A: Leadership

Every company should be led by an effective board, collectively responsible for the long-term success of the company.

There should be clear division of responsibility between those responsible for the direction of the company (the board) and those responsible for day-to-day operations (the executive).

No individual should have unfettered powers of decision. In arriving at these principles, the Code takes account of the need to avoid some of the problems that underpinned the demise of large companies such as Maxwell Communications and Polly Peck.*

B: Effectiveness

The board of directors and its standing committees should be made up of an appropriate number of persons with an appropriate balance of skills, experience, independence and knowledge to enable them to discharge their duties effectively.

The procedures for the appointment of new directors should be formal, rigorous and transparent.

To discharge their duties effectively, directors should be supplied with timely and good-quality information.

The board should undertake a formal, rigorous evaluation of its performance and that of its standing committees, annually.

To ensure accountability to the shareholders, directors should be submitted for re-election on a regular basis, subject to satisfactory performance.*

C: Accountability*

The board should present a balanced and understandable assessment of the company's position and prospects. This commitment relates to the information that the company provides to its shareholders and others.

The board must decide the nature and extent of the significant risks it will take in pursuing its objectives. To this end, it must maintain appropriate risk management and internal control systems.

There should be formal and transparent arrangements for considering how the board will apply corporate reporting and risk management and internal control principles, and for maintaining an appropriate relationship with the external auditor.

D: Remuneration

Remuneration offered and paid to directors should be sufficient to attract, retain and motivate directors of the quality required to run the company successfully, but the directors should not be paid too much.

A significant proportion of executive directors' remuneration should be performance-related in order to align the long-term interests of the company with those of the recipient.

There should be a formal and transparent procedure for developing policy on remuneration and for setting the remuneration of individual directors.*

Consistent with best practices in human resources management generally, no individual should be able to decide his or her own remuneration.

E: Relations with Shareholders

It is the collective responsibility of the board to encourage dialogue with shareholders based on mutual understanding of objectives.

The board should use the Annual General Meeting (AGM) to communicate with investors and encourage their participation.*