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1、UK Corporate Governance CodeFrom Wikipedia, the free encyclopediaJump to: navigation, searchTheUK Corporate Governance Code 2010 (from here on referred to as the Code) is a set of principles of good corporate governance aimed at companies listed on the London Stock Exchange. It is overseen by the Fi
2、nancial Reporting Council and its importance derives from the Financial Services Authoritys Listing Rules. The Listing Rules themselves are given statutory authority under the Financial Services and Markets Act 2000】1 and require that public listed companies disclose how they have complied with the
3、code,and explain where theyhave not appliedthe code -in what the code refers to as comply or explainer Private companies are also encouraged to conform; however there is no requirement for disclosure of compliance in private company accounts. The Code adopts a principles-based approach in the sense
4、that it provides general guidelines of best practice. This contrasts with a rules-based approach which rigidly defines exact provisions that must be adhered to.Contentshide 1 Origins 2 Contentso 2.1 Schedules 3 Code compliance? 4See also 5Notes 6References 7External linksedit OriginsThe Code is esse
5、ntially a consolidation and refinement of a number of different reports and codes concerning opinions on good corporate governance. The first step on the road to the initial iteration of the code was the publication of the Cadbury Report in 1992. Produced by a committee chaired by Sir Adrian Cadbury
6、, the Report was a response to major corporate scandals associated with governance failures in the UK. The committee was formed in 1991 afterPolly Peck, a major UK company, went insolventafteryearsoffalsifyingfinancialreports.Initiallylimited to preventing financial fraud, when BCCI and Robert Maxwe
7、ll scandals took place, Cadburys remit was expanded to corporate governance generally. Hence the final report covered financial, auditing and corporate governance matters, and made the following three basic recommendations: the CEO and Chairman of companies should be separated boards should have at
8、least three non-executive directors, two of whom should have no financial or personal ties to executives eachboardshouldhaveanauditcommitteecomposedofnon-executive directorsTheserecommendationswereinitiallyhighlycontroversial,althoughthey did no more than reflect the contemporary best practice, and
9、urged that these practices be spread across listed companies. At the same time it was emphasised by Cadbury that there was no such thing as one size fits all. 3In 1994, the principles were appended to the Lis ting Rules of the London Stock Exchange, and it was stipulated that companies need not comp
10、ly with the principles, but had to explain to the stock market why not if they did not.Before long, a further committee chaired by chairman ofMarks & Spencer Sir Richard Greenbury was set up as a study group on executive compensation. It responded to public anger, and some vague statements by the Pr
11、ime Minister John Major that regulation might be necessary, over spiralling executive pay, particularly in public utilities that had been privatised. In 1996 the Greenbury Report was published. This recommended some further changes to the existing principles in the Cadbury Code: each board should ha
12、ve a remuneration committee composed without executive directors, but possibly the chairman directors should have long term performance related pay, which shouldbedisclosedinthecompanyaccountsandcontractsrenewable each yearGreenburyrecommendedthatprogressbereviewedeverythreeyearsandso in 1998 Sir Ro
13、nald Hampel who was chairman and managing direc to r of ICI plc, chaired a third committee. The ensuing Hampel Report suggested that alltheCadburyandGreenburyprinciplesbeconsolidatedintoaCombined Code. It added that, the Chairman of the board should be seen as the leader of the non-executive directo
14、rs institutionalinvestorsshouldconsidervotingthesharestheyheld at meetings, though rejected compulsory voting all kinds of remuneration including pensions should be disclosed.It rejected the idea that had been touted that the UK should follow the German two-tier board structure, or reforms in the EU
15、 Draft FifthDirective on Company Law. 4 A further minireport was produced the following year by the Turnbull Committee which recommended directors be responsible for internal financial and auditing controls. A number of otherreportswereissuedthroughthenextdecade,particularlyincluding the Higgs revie
16、w, from Derek Higgs focusing on what non-executive directors should do, and responding to the problems thrown up by the collapse of Enron in the US. Paul Myners also completed two major reviews of the role of institutional investors for the Treasury, whose principles were also found in the Combined Code. Shortly following the collapse of Northern Rock and the Financial Crisis, the Walker Review pr
