The Quoted Companies Alliance (“QCA”) has published its “Corporate Governance Code for Small and Mid-Size Quoted Companies 2013”. This Code replaces the QCA’s corporate governance guidelines for smaller quoted companies published in 2010 and reflects developments in corporate governance since then, in particular the UK Stewardship Code.
Key features of the new Code, which is intended as a minimum standard for small and mid-size quoted companies, include:
- A reiteration of the twelve broad principles for good governance set out in the 2010 guidelines, but these have been reordered to place greater emphasis on the delivery of growth in long term shareholder value.
- A more detailed consideration of the characteristics of an effective board and greater emphasis on the central role of the chairman in delivering and maintaining good governance. The guidance on directors’ independence has also been updated.
- Adopting a “comply or explain” model, minimum disclosures that a company should make in its annual report and/or on its web site to show that it complies with the Code. Companies should provide clear and well-reasoned explanations of their practices rather than merely reiterating published guidance.
A copy of the Code can be purchased from the QCA’s web site.