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Policy Briefing — UK Corporate Governance Code 2024 tightens board control attestations

The UK Financial Reporting Council’s 2024 Corporate Governance Code introduces a mandatory annual declaration on internal controls from January 2026, refines audit committee oversight, and elevates malus and clawback expectations for premium-listed companies.

Zeph Tech Research Lead

Research lead, Zeph Tech

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Executive briefing: On 22 January 2024 the UK Financial Reporting Council (FRC) published the revised UK Corporate Governance Code 2024. Boards of premium-listed companies must prepare for a new declaration that their material controls are effective, enhanced disclosure on audit committee outcomes, and clearer remuneration malus and clawback policies ahead of the 1 January 2026 application date.

Key governance upgrades

  • Internal controls declaration. The board chair must sign an annual declaration covering the effectiveness of material controls (financial, operational, compliance, reporting) and describe remediation plans where deficiencies persist.
  • Audit committee reporting. Revised Provision 26 requires audit committees to summarise significant issues addressed during the year, explain assurance work on narrative reporting, and disclose engagement with shareholders.
  • Malus and clawback discipline. Companies must set out the minimum 2-year malus and clawback period, trigger events, and the decision-making process to enforce recoveries on incentive awards.

Program actions

  • Control mapping. Update Sarbanes-Oxley-style matrices to include operational and compliance controls that fall within the FRC’s wider definition, and document evidence trails for the 2025 reporting cycle.
  • Board education. Schedule 2024 workshops so directors understand how the declaration interacts with the Companies Act s414C requirements and Financial Conduct Authority disclosure rules.
  • Remuneration governance. Refresh executive contracts and incentive plans to incorporate explicit malus and clawback triggers aligned to the Code’s Provision 37 guidance.

Sources

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