A Corporate Governance statement on the company’s web site
Companies should publish a Corporate Governance statement annually that describes how they achieve good governance. We recommend that this report is published on the company’s web site (which would also be an appropriate place to make available for inspection the items required to be on display as set out below). It could, alternatively, be published in the annual report and accounts. Where the report is published on the company’s web site, the Directors’ Report should identify where this information can be found and confirm the (recent) date at which it was reviewed and updated.
Applying the QCA Guidelines
It is anticipated that all Investbx companies will wish to follow good governance and should be able to apply all of the QCA Guidelines set out in this Code. The Corporate Governance statement should, at a minimum, describe how each of the QCA Guidelines is put into practice by the company and also describe any additional corporate governance standards and procedures that the company applies beyond this basic level. It is anticipated that a company should be able to (and will) apply all of the QCA Guidelines. Where this is not the case, the statement should describe how the features of good governance are being achieved.
Basic disclosures
As well as explaining how the company achieves good governance, the annual report should include the following “Basic Disclosures”:
- A statement of how the board operates, including a high level statement of which types of decisions are to be taken by the board and which are to be delegated to management; the identity of the chairman, the deputy chairman (where there is one), the chief executive, the senior independent director and the chairmen and members of the nomination, audit and remuneration committees;
- The identity of those directors the Board considers to be independent and the reasons why it has determined a director to be independent notwithstanding factors which may appear to impair that status;
- The board should describe any performance evaluation procedures it applies;
- The names of directors, accompanied by sufficient biographical details (with any other relevant information) to enable shareholders to take an informed decision on the balance of the Board and the re-election of certain of them;
- The number of meetings of the Board (normally monthly) and of the Committees and individual directors’ attendance at them; an explanation of the directors’ responsibility for preparing the accounts and a statement by the auditors about their responsibilities;
- A statement by the directors that the business is a going concern, with supporting assumptions or qualifications as necessary; an explanation to shareholders of how, if the auditor provides significant non-audit services, auditor objectivity and independence is safeguarded.
Available for inspection
The following items should be available for inspection on the company’s web site or by shareholders on request:
- The terms and conditions of appointment of non-executive directors should be made available for inspection.
- The audit committee should make available its terms of reference explaining its role and the authority delegated to it by the board.
- The remuneration committee should make available its terms of reference, explaining its role and the authority delegated to it by the board.
- The nomination committee should make available its terms of reference, explaining its role and the authority delegated to it by the board, or the board should explain its processes where it acts as the nomination committee.
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