Governance Briefing — January 1, 2025
UK premium-listed issuers enter financial years governed by the 2024 Corporate Governance Code, requiring boards to publish a declaration on the effectiveness of material internal controls and to strengthen audit committee oversight disclosures.
Executive briefing: Financial Reporting Council (FRC) reforms take effect for accounting periods beginning on or after 1 January 2025. Premium-listed companies must evidence board accountability for internal control effectiveness under Provision 29 and document audit committee reporting enhancements that investors requested during the 2023–2024 review.
Key governance signals
- Board declaration on controls. Provision 29 asks directors to make a positive statement that material internal controls were effective throughout the reporting period and up to the approval date, supported by documented assurance mapping.
- Audit committees must report on external auditor resilience. The 2024 Code and updated Audit Committee Standard expect narrative on significant audit risks, tendering, and how committees oversaw the resilience statement and assurance plan.
- Workforce and stakeholder engagement remains under scrutiny. Provision 5 still demands a formal mechanism for workforce voice; the FRC signalled it will challenge boilerplate disclosures when reviewing 2025 annual reports.
Action checklist
- Refresh internal control frameworks so board attestations are backed by evidence, including remediation logs and third-party assurance where controls failed testing.
- Update audit committee reporting templates to incorporate resilience statement oversight, auditor challenge narratives, and how committee evaluations shaped 2025 audit plans.
- Test workforce engagement channels ahead of the 2025 annual report cycle and capture board responses to recurring themes or grievances.
Sources
Zeph Tech briefs FTSE350 boards on documenting the Provision 29 declaration, aligning internal audit coverage, and evidencing workforce engagement outcomes.