UK Corporate Governance Code

Corporate governance has faced immense scrutiny recently following the high-profile collapses of BHS in 2016 and Carillion in January 2018, with MPs, the media and the public blaming the actions of the directors and auditors and all asking the same question… where was the board?

MPs, shareholders and the public have also been asking how effective the Financial Reporting Council’s (FRC) Corporate Governance Code has been in deterring poor corporate governance at the UK’s largest companies, following a raft of corporate failures. In July 2018 the FRC released a new UK Corporate Governance Code, (the Code) for listed companies in the UK. It also issued an update on its Guidance on Board Effectiveness. The Code is applicable to all companies with a premium listing, whether incorporated in the UK or elsewhere.

The new Code applies to accounting periods beginning on or after 1 January 2019, so with that in mind, this Common Practices report looks at how companies have been reporting on the current Code. We look at some good examples of reporting and look at the “explanations” made regarding compliance with the Code. We also discuss what’s new in the 2018 Code to enable readers to prepare for the upcoming changes.

The annual reports of 25 UK listed companies with year-ends between 31 December 2017 and 30 September 2018 were selected at random for review, across a range of industries. The full list of sample companies detailing company name, period end, auditor and industry classification can be found at the end of this report.

Daejan Holdings PLC Monitor

Daejan Holdings PLC Annual Report 2017
CR Monitor Issue: 
Company covered: 
Daejan Holdings PLC
Period End: 
31 March, 2017
Report issued on 2 January 2018 covered the following practice issues:
Disclosure of taxation significant judgement and estimate enhanced by inclusion of quantification.
Audit report enhanced by inclusion of overview section and diagrams.
Cash payments to non-controlling interests reclassified from operating section to financing section of the cash flow statement.

Brexit Disclosures in Listed Company Annual reports

The referendum vote to leave the European Union (EU) has undoubtedly led to uncertainty for business and will potentially have far reaching impacts for companies from many different industries. This report, pulled together in March 2017, focuses on the information that companies have disclosed within their annual reports during the latter half of 2016. It sets out disclosures around risk as well as the disclosure of Brexit impacts which have already been felt and the resulting ramifications.

Daejan Holdings PLC Monitor

Daejan Holdings PLC Annual Report 2016
CR Monitor Issue: 
Company covered: 
Daejan Holdings PLC
Period End: 
31 March, 2016
Report issued on 9 January 2017 covered the following practice issues:
Change in accounting policy to carry fixed rate loans and borrowings at amortised cost following initial recognition.
Disclosure of a reconciliation showing the difference between the total of future minimum lease payments and present values.
Viability statement looking forward for five years presented.

Daejan Holdings Plc Period End 31 March 2010

Daejan Holdings Plc Annual Report 2010
Basis for measuring fixed rate debt at fair value conflicts with IFRS
UK property investment company Daejan reveals that a significant amount of its loans and borrowings are measured at fair value, which we consider conflicts with IFRS after taking into account the extra information provided by the company.

Daejan Holdings plc Period End 31 March 2008

Company Name Annual Report Year

Gain on reduction in tax rate contributes 24.3% of post-tax profit

UK property investment company Daejan Holdings reports a £13.2 million gain, arising from a reduction in the UK corporation tax rate, that represents 24.3% of post-tax profit.


Daejan Holdings plc Period End 31 March 2007

Daejan Holdings Annual Report 2007

Changes in tax rates will reduce deferred tax liabilities by £17.5 million 

Following enactment of the Finance Act 2007, UK property investment company Daejan discloses that its deferred tax liabilities will reduce by 6.67%.