Le FRC propose des amendements pour une nouveau code de gouvernance des entreprises Britannique

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The UK Corporate Governance Code (the Code) has been in place since 1992.

The Code has successfully helped to raise standards of governance in the UK, which has instilled confidence in our equity capital markets and underpinned domestic and overseas investment. The UK’s approach has been copied and adapted by other major economies.

Over the last few years, governance within the largest companies has been subject to heightened public scrutiny due to their impact on a wide range of stakeholders globally, nationally and locally. In some high-profile cases the quality of governance has been poor.

Now is the right time to undertake a comprehensive review to ensure that the Code remains fit for purpose and continue to promote improvement in the quality of governance. We are not starting from scratch. We are retaining those elements of the current Code that are still relevant today, and adapting others to reflect the changing economic and social climate to ensure that UK-listed companies achieve the highest standards of governance.

The revised Code complements legislation and underpins improvements in best practice. It retains the flexibility that allows a company’s specific circumstances to be taken into account. The Principles set out high-level requirements. The more detailed Provisions are generally ‘comply or explain’. This consultation document and the Code emphasise that the Principles are to be applied in line with the Listing Rules requirements that companies report on them in a manner that shareholders can understand.

The revised Code acknowledges that the activities of companies have a wide-ranging impact and it is important that boards consider the way their companies interact with the workforce, customers, suppliers and wider stakeholders.

To achieve a wider stakeholder focus we have drawn on our Culture Report. The findings of this report demonstrated the importance of aligning company purpose, strategy and values in order to achieve long-term success. Successful companies should be open and accountable to their workforce. The revised Code is clear that two-way dialogue is necessary to achieve good governance, with companies putting in place practices and processes to achieve that.

We have also taken account of the Hampton-Alexander Review and Parker Review reports on diversity to ensure that the Code challenges directors to consider the composition of not only the board, but also the management pipeline. Effective policies in this area will benefit companies and increase trust in management practices.

We are also consulting on specific changes to the Code as requested by the Government’s response to the Green Paper Consultation on Corporate Governance Reform. These are: for companies to have a method of consulting with their employees; extending recommended minimum vesting and post-vesting holding periods for executive share awards from three years to five years; that chairs of remuneration committees should have at least 12 months’ previous experience; and specifying the steps companies should take when they encounter significant shareholder opposition to executive pay policies and awards.

The relationship between the board and investors is also very important. The UK Stewardship Code sets a framework for responsible engaged investors to work alongside company executives to achieve the long-term success of companies. We are taking the opportunity as part of this consultation to ask some high-level questions about the future direction of the UK Stewardship Code. We plan to consult on specific changes to this next year.