Page 50 - E1 Integrated Workbook STUDENT 2018

Chapter 3

4.2 Main features of the UK corporate governance code

Use of AGM Board should have an annual general meeting (AGM) to allow
dialogue with shareholders.

 Should be effective and meet regularly.
Board
 Annual report should disclose members.

Chairman and Positions of chairman and Chief Executive Officer (CEO) should
CEO be separated.

 At least half the board should be independent NEDs (2 in
a smaller company).

Non-executive  NEDS must not have been an employee in the company in
directors (NEDs) the last 5 years, have a material interest in the business,
participate in the company’s share options or pension
scheme, have close ties with directors or senior
employees, serve for more than 9 years or hold cross
directorship.

Nomination  Deal with appointments to the board.
committee
 Made up of at least 50% NEDs.

Remuneration  Set remuneration of executive directors.
committee
 Made up of at least 3 NEDs (2 in a smaller company).

 Monitor financial controls and integrity of financial
Audit committee statements.

 Made up of at least 3 NEDs (2 in a smaller company).

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