FRC: Proposed revisions to the UK Corporate Governance Code, Stewardship Code and Auditing Standards

20 April 2012

The FRC has begun consultation on proposed revisions to the UK Corporate Governance Code and International Standards on Auditing (UK and Ireland) to give effect to its Effective Company Stewardship proposals. The FRC is also consulting on updates to the Stewardship Code.

The UK Corporate Governance Code sets out good practice for UK listed companies on issues such as board composition and effectiveness, risk management, audit committees and relations with shareholders. The Stewardship Code, first published in 2010, sets out good practice for institutional investors on monitoring and engaging with investee companies and reporting to clients and beneficiaries.

The proposed changes to the UK Corporate Governance Code include:

• requesting FTSE 350 companies to put the external audit contract out to tender at least every ten years;
• asking boards to explain why they believe their annual reports are fair and balanced;
• encouraging more meaningful reporting by audit committees;
• providing more guidance on explanations that should be provided to shareholders when a company chooses not to follow the Code.

The new Code will also embody provisions previously announced requiring boards to report on their gender diversity policies.

The proposed changes to the Stewardship Code include:

• clarifying what is meant by stewardship, and the respective responsibilities of asset owners and asset managers; and
• asking investors to disclose their policy on stock lending, and whether they recall lent stock for voting purposes.

The FRC is also consulting on proposed changes to the Guidance for Audit Committees to support the changes to UK Corporate Governance Code and to give effect to the FRC’s Effective Company Stewardship proposals.

The proposed changes to the auditing standards are mainly directed at:

• enhancing auditor communications by requiring the auditor to communicate to the audit committee information that the auditor believes the committee will need to understand the significant professional judgments made in the audit; and
• extending auditor reporting by requiring the auditor to report, by exception, if the board’s statement of why the annual report is fair and balanced is inconsistent with the knowledge acquired by the auditor in the course of performing the audit, or if the matters disclosed in the report from the audit committee do not appropriately address matters communicated by the auditor to the committee.

Subject to the outcome of the consultations, all the proposed changes will apply to financial years beginning on or after 1 October, 2012.

Press release

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