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| CAI Comments On UK Governance Code |
by Jason Gorringe, Tax-News.com, London
Tuesday, March 09, 2010
Chartered Accountants Ireland has responded to the UK Financial Reporting Council’s consultation on revisions to the Combined Code on Corporate Governance. The proposed changes to the Code alter both its structure and its content.
Of the changes, two significant new principles have been added to the Code:
- A board of directors should have the appropriate balance of skill,
experience, independence and knowledge of a company to enable it to discharge
its duties and responsibilities effectively; and
- An explicit responsibility of the board is to oversee risk management
and to set a company’s risk appetite and tolerance.
Other refinements impact on the roles of the chairman and non-executive directors
and their election, as well as board composition.
Significantly, from an Irish perspective, the FRC has proposed that the name
of the Code be changed to ‘The UK Corporate Governance Code’.
The Listing Rules of the Irish Stock Exchange require certain listed companies
to disclose in their annual reports how they have complied with the provisions
of the Code.
“Overall, we are supportive of the proposed enhancements to the Code
which, if applied appropriately, should help support high quality governance
practices by listed entities,” commented Aidan Lambe, Director, Technical
Policy at Chartered Accountants Ireland.
“We have expressed concern, however, over the change in the title of
the Code given its widespread acceptance and adoption in the Republic of Ireland.
This has become particularly relevant in recent months as a result of new measures
implementing EU legislation that transpose into Irish law a requirement on certain
listed entities to make certain disclosures around corporate governance practices,
including information on the corporate governance code to which a company is
subject or has voluntarily decided to apply.”
“We have also suggested that some further thought be given to a proposal
that members of boards should be subjected to annual re-election. We look forward
to seeing the outcome of the FRC’s deliberations later this year.”
The Financial Reporting Council is the UK’s independent regulator responsible for promoting confidence in corporate governance and reporting.
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