Useful Links

The Vickers Report

In September 2011 the Independent Commission on Banking chaired by Sir John Vickers, published its recommendations regarding structural and non-structural reforms to the UK Banking Sector. A primary recommendation was that retail banking be separated from investment banking through a 'ring-fence' arrangement rather than a total split. There are to be distinct and strong governance arrangements put in place for each side, the successful development of which will be crucial to ensuring the effectiveness of the reforms.

The Report stipulates that the relationship between a bank's board and its shareholders should be 'to engage' but that directors 'should not simply comply with their [shareholders'] directions'. This emphasises the importance of the board's role, in particular its independence from shareholders. It is a crucial skill for directors to presage and prevent future crises, often through strategic decisions that stakeholders might not find favourable. A board's fiduciary duties are uppermost, and to uphold these while managing their relationship with shareholders successfully goes beyond merely being able to tick the regulatory boxes to managing and adopting behavioural practices among and between themselves and the owners.

To read the Report click here.

The UK Corporate Governance Code

The UK Corporate Governance Code (formerly the Combined Code) sets out standards of good practice in relation to Board leadership and effectiveness, remuneration, accountability and relations with shareholders.

The Code contains broad principles and more specific provisions. Listed companies are required to report on how they have applied the main principles of the Code, and either to confirm that they have complied with the Code's provisions or - where they have not - to provide an explanation.

In May 2010 the FRC issued a new edition of the Code which will apply to financial years beginning on or after 29 June 2010.

The complete code can be downloaded here

Recent Changes to the Code

Bvalco have created a summary of the Code and recent changes.  If you would like to receive a copy please contact us

The FRC has also produced a number of other useful documents which can be found by following the links below:

Guidance on Board Effectiveness

Published in March 2011, the 'Guidance on Board Effectiveness' replaces the Higgs Guidance, and provides guidance for boards based on the UK Corporate Governance Code, dealing separately with the different constituents of the board, including its role, tasks and individual members and relations of the board. 

UK Stewardship Code

The FRC's UK Stewardship Code (September 2012) "aims to enhance the quality of engagement between institutional investors and companies to help improve long-term returns to shareholders and the efficient exercise of governance responsibilities."

EU Green Paper

Corporate governance in financial institutions and remuneration policies {COM(2010) 285 final}

This paper was published in June 2009. Bvalco have written a response to the paper which can be viewed by clicking here.

Further Guidance:

The links below provide further useful guidance for directors:

• ICSA

"The Institute of Chartered Secretaries and Administrators is the international qualifying and Membership body for the Chartered Secretary profession and the world’s leading authority on governance and compliance."

• IOD

"The Institute of Directors is the longest standing organisation to serve and support business leaders, with over 100 years of service in raising professional standards worldwide."

• QCA

"The Quoted Companies Alliance (QCA) represents small and mid-cap quoted companies outside the FTSE 350 including those on AIM and PLUS Markets. The QCA is the thinking department for the small and mid-cap sector."  They exist to ensure that the regulatory burden does not fall disproportionately on the sector and help improve investment in small and mid-cap quoted companies through promoting vibrant, healthy and liquid capital markets.