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LPC Law Notes Public Limited Companies Notes

Corporate Governance Code Notes

Updated Corporate Governance Code Notes

Public Limited Companies Notes

Public Limited Companies

Approximately 38 pages

A collection of the best LPC Public Limited Companies notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".
In short these are what we believe to be the strongest set of PLC notes available in the UK this year. This collection of notes is fully update...

The following is a more accessible plain text extract of the PDF sample above, taken from our Public Limited Companies Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:

Corporate Governance Code

What is the UK Corporate Governance Code?

  • How to run a business with a view to improving accountability to shareholders and the market

  • It guides the relationship between the board and the shareholders

  • Do not have to comply

    • There may be other justifiable ways of achieving these ends

    • Must be able to justify parting from the code

Company going for listing thinking “let’s not bother”

  • The company may not even get the listing

    • FCA can refuse an application if it doesn’t think it’s in the interest of investors s75 FSMA

    • The FCA could also place conditions on the listing

  • Assuming we can list, will investors be interested in a company not complying?

    • Shareholders are powerful – pressure they can bring to bear on average company usually brings the board to tow and share price may drop

    • LR 9.8.6R – Comply or explain

      • LR9.8.7R – Overseas company with premium listing must include in its annual report and accounts the information in LR9.8.6R

    • DTR 7.2 – Requires an issuer to include a corporate governance statement in annual report:

      • Which code

      • Where its available

      • Practices and departures from that code

      • Comply or explain

      • Main features of the code

      • Risk management

    • Sanctions s91 FSMA

Composition of the Company Board

  • A2 CGC – Chair and chief exec should be different people (or justify and explain)

  • B1.2- Half of the board should be NEDs if FTSE350

    • Only need 2 otherwise

  • B1.1 - The NEDs must be independent

    • Close family ties may not count (may be able to justify independence)

  • A1.2 – Set out attendance of directors in annual...

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