The UK Corporate Governance Code sets out what it expects of the chair and of the non-executive directors. Principle F requires the chair to “promote a culture of openness and debate” and to facilitate “the effective contribution of all non-executive directors”. Principle H says non-executive directors “should provide constructive challenge, strategic guidance, offer specialist advice and hold management to account”. Provision 21 requires “a formal and rigorous annual review of the performance of the board, its committees, the chair and individual directors”, externally facilitated at least every three years in FTSE 350 companies.
The Code was published by the Financial Reporting Council on 22 January 2024 and applies to financial years beginning on or after 1 January 2025. It applies to companies with a premium listing on the London Stock Exchange on a comply-or-explain basis.
Source: Financial Reporting Council, UK Corporate Governance Code 2024, 2024-01-22.