UK Corporate Governance Code 2024: A Practical Guide for Boards and Governance Teams

The UK Corporate Governance Code 2024 sets out how in-scope listed companies should approach board leadership, oversight and accountability. It is a targeted update rather than a wholesale rewrite. The important changes are in what boards report about their decisions, how they explain departures from the Code and, under Provision 29, what they say about the effectiveness of material internal controls.

An annual report can be comprehensive and still tell shareholders very little about how the board worked. Useful reporting starts earlier: with sound governance arrangements, clear responsibility for each activity and a record of decisions, challenge and follow-up.

This guide covers who must report against the Code, the five sections, the 2024 changes and what delivery involves for boards, Company Secretaries and governance teams.

The UK Corporate Governance Code at a Glance

Question	Practical answer
What is the current Code?	The UK Corporate Governance Code 2024, published by the Financial Reporting Council.
Who does it apply to?	Companies listed in the commercial companies category or closed-ended investment funds category, regardless of where they are incorporated.
When did it take effect?	For financial years beginning on or after 1 January 2025, except Provision 29, which applies from 1 January 2026.
How does it operate?	Companies apply the Principles and comply with, or explain departures from, the Provisions.
Who is accountable?	The board. Committees, management and specialist functions contribute, while the Company Secretary or governance team often coordinates significant parts of the process.
What is the biggest 2024 change?	Provision 29 requires the board to report on its review of risk management and internal controls and make a declaration about the effectiveness of material controls at the balance sheet date.

For the definitive requirements and latest updates, refer to the FRC’s UK Corporate Governance Code 2024.

What Is the UK Corporate Governance Code?

The Code is a principles-based framework for board leadership, accountability and corporate governance. In-scope companies apply its broad Principles and comply with its more specific Provisions, or explain why they have taken another approach.

It does not require every company to run its board in exactly the same way. Departing from a Provision is permitted, provided the explanation gives shareholders a clear account of the circumstances, rationale, relevant risks, safeguards and any planned return to compliance.

The FRC’s Corporate Governance Code Guidance is separate from the Code itself. It offers good-practice questions and examples rather than another mandatory checklist. A board should apply it in light of the company’s size, complexity and circumstances.

Who Does the UK Corporate Governance Code Apply To?

The relevant FCA Listing Rules apply the Code to companies in the commercial companies or closed-ended investment funds listing categories, irrespective of their place of incorporation. Their annual reporting must explain the application of the Principles and compliance with, or departures from, the Provisions.

Private companies are not generally within the Code’s scope. However, large private companies covered by the Companies (Miscellaneous Reporting) Regulations 2018 must disclose their corporate governance arrangements. The Wates Principles may provide a suitable reporting framework. Others may draw on the Code voluntarily, without suggesting that its listed-company requirements apply to them.

An IPO candidate should prepare before admission. Building an appropriate board, committee terms of reference, reporting calendars, succession arrangements and reliable information flows is rarely a last-minute exercise.

The Five Sections of the UK Corporate Governance Code

The Code has five sections. Each has its own requirements, but they draw on many of the same people, committees and records.

Section	What it covers	Typical governance work
1. Board Leadership and Company Purpose	Purpose, values, strategy, culture, stakeholder engagement and reporting on board decisions and outcomes.	Annual board programme, culture and stakeholder reporting, decision records and follow-up on significant votes.
2. Division of Responsibilities	The roles of the chair, executives and non-executive directors; independence, information and board support.	Role documents, matters reserved, committee authorities, conflicts, board information and access to the Company Secretary.
3. Composition, Succession and Evaluation	Appointments, succession, skills, diversity, inclusion and board performance reviews.	Skills and succession planning, nomination committee activity, induction, development and review actions.
4. Audit, Risk and Internal Control	Financial and narrative reporting, audit, risk management, internal controls, going concern and viability.	Committee coordination, assurance and evidence mapping, risk and control reporting and annual report disclosures.
5. Remuneration	Remuneration policies, executive pay, workforce alignment and malus and clawback arrangements.	Remuneration committee governance, policy timetable, decision records, disclosures and shareholder engagement.

The connections matter. A succession decision can change committee expertise; that affects oversight of audit and risk. Poor board information can undermine all five sections. A single, coherent governance calendar is more useful than five separate reporting lists.

What Changed in the UK Corporate Governance Code 2024?

The FRC described the 2024 edition as a limited revision. For governance teams, some of those changes still require new evidence, reporting and committee work.

• Outcomes-based reporting: Principle C asks governance reporting to focus on board decisions and their outcomes in the context of the company’s strategy and objectives.
• Clearer explanations: departures from the Provisions should be explained in a way that is understandable, company-specific and persuasive.
• Culture: Provision 2 now asks boards to assess and monitor how the desired culture has been embedded.
• Diversity, inclusion and equal opportunity: the wording in Section 3 has been updated and avoids referring to particular groups.
• Board performance reviews: the previous language of board “evaluation” has been changed to “board performance review”. The annual review remains, with externally facilitated reviews for FTSE 350 companies at least every three years.
• Audit committees: some previous Code provisions have been removed because their substance is addressed in the Audit Committees and the External Audit: Minimum Standard.
• Internal controls: Principle O and Provision 29 sharpen the board’s responsibilities for maintaining, monitoring and reporting on the risk management and internal control framework.
• Remuneration: Provisions 37 and 38 place clearer emphasis on malus and clawback arrangements and related disclosure.

The amendments should be mapped into the board calendar, committee agendas and annual-report preparation. Knowing which words changed in the Code is only the starting point.

What Does “Comply or Explain” Mean in Practice?

Under comply or explain, an in-scope company states whether it complied with the Provisions throughout the financial year. Any departure must be identified, even if it affected only part of the reporting period.

A useful explanation normally answers five questions:

1. What is the departure? Identify the relevant Provision and the period affected.
2. Why was a different approach chosen? Explain the company-specific circumstances and rationale.
3. How does the alternative support good governance? Describe how the underlying Principle is still being met.
4. What are the risks and safeguards? Set out any mitigating action and how the board maintains oversight.
5. What happens next? If the departure is temporary, give a realistic expected timescale.

An explanation copied from last year rarely helps investors assess the current position. The FRC has repeatedly called for less boilerplate and more reporting on actual decisions, governance activity and outcomes.

Who Owns Delivery of the Code?

The board remains accountable, but much of the work takes place in committees and specialist functions. Company Secretaries can coordinate delivery without becoming the owner of every underlying control, policy or decision.

Role	Typical contribution
Board	Sets the governance approach, makes reserved decisions, challenges management and takes responsibility for the company’s Code reporting.
Chair	Leads the board, promotes effective contribution and challenge, and works with the Company Secretary on board effectiveness and process.
Committee chairs	Lead detailed oversight within delegated authority and report material matters and recommendations to the board.
Company Secretary or governance team	Advises on governance, supports the chair and committees, coordinates the board cycle, maintains key records and helps bring together evidence and reporting.
Executive management	Owns and operates much of the business activity, systems and controls on which the board relies.
Risk, internal audit, finance, legal, HR and other specialists	Provide subject-matter ownership, monitoring, testing, assurance and evidence within their areas of responsibility.

For each significant requirement, somebody should know who is doing the work, which committee will examine it, what evidence is required and when the board needs it. Shared involvement is not a substitute for an agreed owner.

The Company Secretary’s Role Under the Code

Principle I says the board, supported by the Company Secretary, should have the policies, processes, information, time and resources needed to operate effectively. Provision 16 gives all directors access to the Company Secretary’s advice and services.

The FRC guidance describes practical responsibilities: advising on governance, helping the Chair and committees work effectively, improving information flows and supporting director induction and development. It also encourages periodic discussion between the Chair and Company Secretary about whether the board’s processes remain suitable.

That may mean maintaining the board calendar, tracking Code-related actions, drawing together reporting contributions and asking for better evidence when something is missing. Finance, risk, internal audit, HR and legal still have their own responsibilities; the secretariat cannot provide their technical assurance.

The demands on the secretariat vary considerably by organisation. Our guide to company secretarial team structure explains how board workload, complexity and available support affect the team.

What Does Provision 29 Require?

Provision 29 applies to financial years beginning on or after 1 January 2026. It asks the board to monitor the company’s risk management and internal control framework and review its effectiveness at least annually. The annual report should describe that monitoring and review, include a declaration on whether the material controls were effective at the balance sheet date and describe any material controls that were not effective, together with action taken or proposed.

The board determines materiality in the context of the business. Finance, risk, internal audit, operations, technology and other functions may supply the relevant evidence. The company secretariat can manage the board and committee process without taking responsibility for testing controls it does not own.

For a detailed explanation and an interactive assessment, see Provision 29: Does Your Governance Team Have the Capacity to Deliver?

A Practical UK Corporate Governance Code Implementation Process

The work is easier to manage when it starts early in the reporting year and is linked to the actual board programme.

1. Confirm the scope. Establish which entities and reporting periods are affected and which version of the Code applies.
2. Map each Principle and Provision. Identify the responsible board or committee, the operational owner, the evidence source and the relevant meeting date.
3. Assess how governance operates. Look beyond policy documents to information flows, challenge, decisions, actions and outcomes.
4. Identify departures early. Decide whether to change the arrangement or prepare a clear, company-specific explanation.
5. Build the governance calendar. Schedule reviews, approvals, shareholder engagement and reporting work with enough time for board consideration.
6. Test the evidence. Check that statements in the annual report can be supported by minutes, papers, dashboards, review results or other reliable records.
7. Record improvements. Assign owners and dates to actions arising from board performance reviews, control assessments and governance reporting.

A board effectiveness review can uncover weaknesses in skills, information, challenge and decision-making. Any resulting actions should have clear owners and dates.

Does the Governance Team Have Enough Capacity?

The Code does not prescribe a headcount. A small, experienced governance team may be well equipped to support a complex board. Difficulties arise when responsibilities increase but capacity, authority or expertise do not.

Warning signs include:

• the Code is treated as one person’s annual-report exercise rather than a year-round governance programme;
• board and committee papers regularly arrive late or require repeated correction;
• ownership of disclosures, controls or evidence is disputed or unclear;
• actions from board reviews, committee meetings or shareholder engagement remain open without effective follow-up;
• important knowledge, records or relationships depend on one individual;
• the team is constantly delivering meetings and filings but has no capacity to improve processes;
• Provision 29 or another major project is displacing essential business-as-usual governance work; or
• a listing, transaction, restructuring or leadership change has increased the board and committee workload.

The response might be better planning, new systems, interim help or a permanent appointment. The warning signs tell you to investigate; they do not, by themselves, specify the hire.

What Type of Governance Support Might Be Needed?

Situation	Potential response
The workload is recurring and the board needs continuing senior advice.	A permanent Company Secretary, Deputy, Head or Director of Governance, depending on scope and seniority.
A vacancy, leave period or sudden increase in work has created an immediate gap.	An interim Company Secretary or interim governance professional.
The operating model or team design is unclear.	A focused review of responsibilities, workflow, capability and structure before recruitment.
A defined project needs specialist knowledge or additional delivery capacity.	Fixed-term, project or governance consultancy support.
The team has enough senior expertise but operational delivery is stretched.	An Assistant Company Secretary, Governance Manager or governance support appointment.

An effective hiring brief should describe the boards and committees involved, the decisions and reporting to be supported, the skills missing from the team and the authority the individual will need. Those details will determine the right level of appointment.

Ingen Partners helps listed companies, regulated organisations and growth businesses with corporate governance recruitment, interim appointments and governance team resourcing.

UK Corporate Governance Code Frequently Asked Questions