Company Formations

UK Corporate Governance Code updated by Financial Reporting Council It will interest many of those firms benefitting from London Registrars' business consultancy in London to learn that an updated version of the UK Corporate Governance Code was been issued by the Financial Reporting Council (FRC). The aim is to ensure that investors are significantly better informed on listed companies' long-term health and strategy, the bar for risk management also being raised.

Proposals have been confirmed by the FRC for a 'viability statement' to be included by boards in their strategic report to investors. Included in this will be a better and broader assessment of long-term solvency and liquidity, looking far beyond a 12 month period. There have also been changes to the Code as far as remuneration is concerned, with listed company boards now needing to ensure that excessive remuneration is designed to promote the company's long-term success. Shareholders will also need to be given a clearer demonstration of how this is being achieved.

FRC CEO Stephen Haddrill said of the UK Corporate Governance Code: "The changes to the Code are designed to strengthen the focus of companies and investors on the longer term and the sustainability of value creation. The changes on going concern implement the reforms proposed

by Lord Sharman whose work has stimulated a sea change in thinking about the assessment and reporting of risk and business prospects."

Accounting periods beginning on or after 1 October 2014 will be the first to be subject to the revised Code. Key changes have been made to the Code in relation to going concern, risk management and internal control, with companies now being expected to state whether they consider it appropriate to adopt the going concern basis of accounting, in addition to identifying any material uncertainties to their ability to continue doing so.

With regard to remuneration, companies will be expected to put in place arrangements enabling their recovery or withholding of variable pay when appropriate to do so, while suitable vesting and holding periods for deferred remuneration should also be considered. The matter of shareholder engagement is also addressed in the new Code, companies being compelled to explain when publishing general meeting results how they intend to engage with shareholders when a resolution has been voted against by a significant percentage of them.

An emphasis has also been placed by the FRC on the importance of the role of the board in establishing a company's culture and values, while greater board diversity has also been encouraged. The latter is being considered by the FRC as part of a review of board succession planning and will consider the need for these issues to be consulted on ahead of the Code's next update in 2016. As a leading business consultancy in London, we will keep you updated on that subject here at London Registrars.