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Press Releases Good Governance

Business leaders call for new governance code for private companies

17 Feb 2017
five colleagues in a meeting room

Two-thirds of company directors think a new code of conduct is needed for large private firms following recent scandals, including the collapse of BHS, which highlighted the potential damage that can occur if these businesses fail. The Institute of Directors, which represents 34,000 directors, surveyed members in preparation for its submission to the Government's consultation on corporate governance, which closes today.

The IoD wrote in its submission that there needs to be "greater focus on the governance of unlisted companies" because "in some cases, privately-held firms...are not governed in the way that the public expect and employees deserve." There is already a code, overseen by the Financial Reporting Council, for companies listed on the stock market. This code is predominately designed to protect shareholders,  but the IoD believes not all of the requirements are relevant for private companies.

In 2010, the IoD published guidance for unlisted companies, based on 14 good governance principles, including that all directors should regularly update the skills and that no one individual should have unchecked decision-making powers. The Institute suggests the Government could follow a similar approach for an officially-supported private company code. Ministers would need to undertake further consultation on the size of company which would be suitable for the new code, and who would oversee compliance, the IoD said.

Also in the submission:

  • The IoD said that there is "too little transparency around executive pay" at the UK's largest listed companies, which "has resulted in widespread scepticism and loss of public confidence." Long-Term Incentive Plans (LTIPs) now account for a large proportion of top CEO pay, but the IoD argues they are not long-term enough, and should be extended from three to five years. Boards should be more flexible, the Institute added, and evaluate whether executive pay schemes fit the situation, rather than just following standard practice among listed companies.
  • A majority (52%) of business leaders expressed the opinion that staff engagement would be best improved by requiring one director to represent workers' views in board meetings. In contrast, nearly 4 in 10 (37%) thought compelling companies to appoint an employee representative to the board would diminish the quality of corporate governance, while the same proportion (39%) thought it would make no difference.

Stephen Martin, Director General of the Institute of Directors, said:

"Corporate governance standards in the UK are some of the highest in the world, with many countries having imitated our Corporate Governance Code. The governance of private companies, however, is still mostly a mystery. For small companies, any new reporting requirements would be excessive, but there is a real appetite in the business community for a new code for large private firms. A private code would have to be less prescriptive than the one for listed corporations, based on broad governance principles rather than a lot of tick-box compliance. If they get this right, the Government could really help to make boardrooms more transparent, and improve the functioning of these companies.

"The IoD has warned for some time that executive pay at the UK's biggest companies is posing a threat to the reputation of all businesses, and we've called on boards to simplify and moderate pay. The year's AGM season will be a big test for the FTSE. If boards don't get out in front of shareholder and public anger, they will only push politicians closer to regulating. Simplifying executive pay schemes, which are often too complex for investors to understand, and extending payouts over longer periods would both help to restore confidence that remuneration is truly linked to performance."

Full submission for the Government’s Corporate Governance Green Paper

Regardless of company size or type, the IoD believes all directors should continually seek to update their skills. Last year, the Institute released a competency framework for directors, covering everything from knowledge of finance and business strategy, to the ability to encourage diverse views, political astuteness and decision-making in the face of uncertainty.

Survey Results

The IoD received responses from 845 members in December 2016

In comparison with other developed countries, in general, do you consider corporate governance of private companies in the UK to be:

Very good


Quite Good




Quite Poor


Very Poor


Don’t know


Total responses


Do you think the below measures would enhance, diminish, or make no difference to the overall quality of corporate governance of private companies in the UK?

Compulsory workers on boards

Statutory requirement on one Director to have responsibility for representing workers’ views at board level

Statutory requirement for a worker to be placed on remuneration committees at large listed and unlisted firms

A code of conduct for large unlisted companies











Make no difference





Don’t know/Not applicable





Net Enhance





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