Corporate Governance Policy
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Corporate Governance Policy
This Corporate Governance Policy (the “Policy”) sets out the framework for the management and oversight of [Company Name] (the “Company”) in accordance with UK corporate governance standards, including the UK Corporate Governance Code (for premium-listed companies) and the Companies Act 2006.
Board of Directors
Composition & Roles
- Executive Directors (managing day-to-day operations).
- Non-Executive Directors (NEDs) (providing independent oversight).
- A Chairman (leading the Board, separate from the CEO where possible).
Responsibilities
- Setting strategy and ensuring long-term success.
- Overseeing risk management and internal controls.
- Ensuring compliance with laws and ethical standards.
Meetings
- The Board shall meet at least quarterly.
- Minutes must be recorded and approved.
Committees
Audit Committee
- Composition: At least 3 independent NEDs (one with recent financial expertise).
- Overseeing financial reporting.
- Reviewing whistleblowing procedures.
Remuneration Committee
- Composition: Independent NEDs only.
- Setting executive pay (linked to performance).
- Avoiding excessive risk-taking incentives.
Nominations Committee
- Composition: Majority independent NEDs.
- Board appointments & succession planning.
- Ensuring diversity (gender, ethnicity, skills).
Ensuring diversity (gender, ethnicity, skills).
General Meetings
- Annual General Meeting (AGM): Held within 6 months of the financial year-end.
- Poll voting for major resolutions.
- Proxy voting permitted.
Shareholder Communication
- The Board shall engage with major investors on strategy, governance, and pay.
- UK Stewardship Code applies for institutional investors.
Risk Management & Internal Controls
The Board must:
- Identify key risks (financial, operational, cyber, ESG).
- Implement mitigation strategies.
Internal Audit
- Larger companies must maintain an internal audit function.
- Smaller companies may outsource this.
Ethics & Compliance
Code of Conduct
- All directors/employees must adhere to the Company’s anti-bribery, anti-corruption, and whistleblowing policies.
Modern Slavery Act 2015
- Companies with turnover > £36 million must publish an annual slavery & human trafficking statement.
GDPR & Data Protection
- Compliance with UK GDPR and Data Protection Act 2018 is mandatory.
Transparency & Reporting
Financial Reporting
- Annual Report & Accounts must comply with:
- Companies Act 2006.
- FRS 102 (UK GAAP) or IFRS (for listed companies).
Premium-listed companies must report on:
- Climate-related risks (TCFD framework).
- Gender pay gaps (if >250 employees).
For expert assistance at any stage of the appeal or judicial review process, it is advisable to consult with immigration solicitors or legal advisers who specialize in these areas.
