The FRC has published its annual Review of Corporate Governance Reporting, setting out key findings of how a sample of FTSE 350 and Small Cap companies have reported during 2024 under the UK Corporate Governance Code 2018.
The review (available here) emphasises the Code's flexibility and the continued importance of its "comply or explain" approach, which allows companies to depart from provisions where appropriate, provided they offer high quality explanations that demonstrate good governance.
On remuneration reporting, the key message delivered is "Clear and transparent disclosures regarding remuneration and the activities of the remuneration committee are essential for enabling shareholders to engage effectively on remuneration. It is essential that the rationale behind key decisions on remuneration is clear and understandable".
The review specifically highlights company reporting on Principle R (Discretion) and Provisions 36 and 38 (Policy for shareholding requirements, Pensions), as well as providing some forward-looking comments on Provisions 37 and 38 (malus and clawback) as they will apply in the 2024 version of the Code which will apply to companies with financial years beginning on or after 1 January 2025.
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Alexandra Bunge
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Alanna Gardella
Associate, London
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