Board Governance: An Overview of UK Governance Codes

UK governance codes set out a clear framework for how Non-Executive Directors should carry out their responsibilities. This boardroom rulebook helps set a benchmark of what good governance looks like, which organisations, boards and Non-Execs can measure themselves against. Without them, boardrooms could slip into a corporate ‘wild west’ with plenty of power and no rules and order. 

Since a one-size fits all code would not be effective across the whole economy, the UK has a number of governance codes. Whilst they are not official laws, governance codes are universally accepted standards of good practice to ensure that NEDs have both the authority and the guidance to act as effective stewards. They help to strengthen accountability, protect shareholder interests and support sustainable long-term success. Ignoring them can have legal, regulatory or reputational consequences for Non-Executive Directors

Whether you are a first-time NED, an experienced Non-Exec, Chair or Trustee looking for a refresher, or taking on a board role in an unfamiliar sector, we’ve compiled a handy reference list of the key Governance Codes used across the UK.

CodeApplies ToMandatory?Issued By
UK Corporate Governance CodePremium-listed companies (Main Market)Yes (comply/explain)FRC
Wates Corporate Governance PrinciplesLarge private companies*Yes (apply/explain)FRC
QCA Corporate Governance CodeAIM-listed & small public companies**AIM Rule 26Quoted Companies Alliance
NHS Code of Governance / NHS Provider LicenceNHS Foundation Trusts & ProvidersYesNHS England / NHS Improvement
NHF Code of Governance (2020)Housing associations and registered social landlordsUsually mandatory via regulatory requirementNational Housing Federation (NHF)
Code of Good Governance for English CollegesFE CollegesStrongly recommendedAssociation of Colleges / DfE
PRA/FCA Corporate Governance ExpectationsFinancial Services (Banks, insurers, and other regulated firms)YesPrudential Regulation Authority / FCA
Pensions Regulator’s Codes of PracticePension scheme trusteesSome codes mandatoryThe Pensions Regulator
Corporate Governance Code for Social Enterprises (2019)Social enterprises and community interest companiesVoluntaryCorporate Governance Association / SEUK
Delivering Good Governance in Local Government FrameworkLocal authorities and councilsVoluntary, best practiceCIPFA & SOLACE
Charity Governance CodeCharities in England & WalesVoluntaryCharity Commission and sector bodies
Code of Corporate Governance for Policing BodiesPolice and crime commissioners, chief constablesVoluntaryCIPFA / Home Office
CUC HE Code of GovernanceHigher Education (UK Universities and HE institutions)Not legally mandatory, but expected by regulatorsCommittee of University Chairs (CUC)
* a UK-incorporated company with more than 2,000 employees globally, or alternatively, a turnover of more than £200 million and a balance sheet total of more than £2 billion
** a small to mid-sized company quoted on a public stock exchange, such as the Alternative Investment Market (AIM) or Aquis Stock Exchange, which is not a FTSE 350 company


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