QCA Corporate
Governance Code
We are proud to develop and publish the number one governance code for UK growth companies that has improved the conversation between companies, their investors and wider stakeholders for more than a decade.
Corporate governance is a key priority for us. We believe that getting it right creates value for the growing companies we work for, their investors and society at large.
As well as our Code, we produce a range of publications to guide how companies operate. To provide practical insight for companies and their advisers, we run a series of workshops that explore different elements of corporate governance, as well as publishing news and insights in this area.
The Code Document, a detailed breakdown of each principle and how we think it can be best applied, is provided as part of QCA membership, which also includes free training and support documents offering advice on the Code’s adoption.
The QCA Corporate Governance Code
The QCA Corporate Governance Code is a flexible set of principles designed to help growing companies run better, for their staff, investors, partners and the wider stakeholder community.
It is applied by nearly 700 companies, including 92% of those whose shares are traded on AIM, many constituents of the Main Market, three-quarters of companies quoted on the Aquis Stock Exchange and by private companies which may opt to float in the future.
It is available for free to all QCA members and can be bought by anyone.
Purchase Here
Some Background
The QCA is proud to have developed the QCA Code over more than a decade, building on our guidance documents for smaller quoted companies that date back to 1993.
We regard our principles as having been drawn up “by members, for members”, and we consult with many of them when we periodically review the Code.
The fact that many non-members have chosen to follow and report on it – especially since the London Stock Exchange asked AIM constituents to apply a recognised governance code in 2018 – we regard as a vote of confidence.
However, even though we oversee the Code we do not monitor its application.
The Code Document, a detailed breakdown of each principle and how we think it can be best applied, is provided as part of QCA membership, which also includes free training and advice on adopting good practice.
For non-members we think a baseline for their understanding of the Code is that they have invested in their own copy of the Code Document from us. We track this as a “Verified Version”.
We will maintain a full list of buyers of the Code’s latest iteration.
The QCA Code Badge: a sign of engagement
We leave it to investors and wider stakeholders to judge companies’ governance arrangements.
But anyone that has bought a copy of our 2023 Code can also take advantage of our trademarked QCA Code Badge to display on their company website or in their annual report. QCA members which use the Code are automatically entitled to display the Badge. We intend it to become a recognisable mark for investors, governance experts, the media and wider stakeholders.
We are a small, not-for-profit organisation. Maintaining the QCA Code is a privilege but takes resource. Our only significant income from the Code is selling copies of the Code Document plus additional training. For this reason we welcome corporate support – and for Code users to consider taking a full QCA membership which offers them a wide range of additional benefits.
Frequently asked questions
Who is the QCA Code for?
It is a flexible set of principles designed to help growing companies run better, for their staff, investors, partners and the wider stakeholder community. It is used by almost 700 companies, whose shares are traded on AIM, the Main Market, the Aquis Stock Exchange and by private companies which may opt to float in the future.
Why have you changed your Code?
We first devised our Code in 2013, updated it in 2018 and, to keep up with market expectations, once again in 2023.
Why do you charge for it?
To cover our costs and to contribute towards our policy, research and campaigns work for growing, public companies. The QCA is a small, not-for-profit organisation. Maintaining the Code is a privilege but takes resource. Our one-off £450 fee covers a Code Document that should be relevant for five years, equating to £7.50 per month.
A favourable comparison can be drawn with the Financial Reporting Council, which sets the UK Corporate Governance Code and UK Stewardship Code among its other responsibilities. Its preparers levy is a voluntary fee which raises more than £25m a year from companies. The organisation currently invoices for £1080 annually from each AIM and Aquis Stock Exchange stock.
Does following the QCA Code make me a QCA member?
No. Become a QCA member today to obtain a free copy of the Code Document, support documents to assist with its adoption, free Code workshops and our trademarked Code Badge to display on your website or in your annual report.
QCA members can also:
- Enjoy access to our busy events programme featuring fund managers, regulators, senior politicians, corporate peers and the media through lunches, webinars and workshops;
- Influence our policy responses and campaign stances to improve public market conditions, cut the cost of doing business and boost liquidity;
- Stay informed with our boardroom good practice guides, sector surveys, in-depth research and monthly newsletter;
- Take advantage of exclusive member discounts on partner-run courses, professional services and technology tools.
Does my company have to pay to apply the QCA Code?
As a QCA member, a copy of the Code Document is included in your membership package. You also receive support documents to assist with its adoption, free Code workshops and our trademarked Code Badge to display on your website or in your annual report that denotes you as an Offical User of the Code.
If you are not a QCA member, then the Code Document must be purchased which also enables the display of the QCA Code Badge.
When does the 2023 QCA Code apply from?
The QCA recommends that any company applying the QCA Code in respect of accounting periods commencing on or after 1 April 2024 should be applying the 2023 version.
In keeping with the Code’s flexible ethos, we have suggested a 12-month transition period for those companies that require it.
Can’t my company just carry on using the old QCA Code?
No. We recommend that companies migrate to the 2023 Code to keep up with current stakeholder expectations. We will shortly stop supporting the 2018 Code.
Does the QCA monitor application of the QCA Code?
No. It is for investors and other stakeholders to make a judgement on the adequacy of individual companies’ disclosures and practices against the Code.
What should my company do if it can’t apply the Code’s 10 Principles in full?
The QCA Code offers a flexible approach to corporate governance, meaning that where a company chooses not to apply, or is unable to apply, a particular Principle it can provide an explanation for not doing so. Many companies take advantage of this flexibility.
Where should my company place its QCA Code disclosures?
Wherever you think is most appropriate, whether that is in the annual report, on the company website, or a combination of the two. Where disclosures are presented in different locations there should be clear signposting of what can be found where.
Does the QCA offer guidance and training for following its Code?
Yes. QCA members receive support documents to assist with the Code’s adoption and are invited to attend free Code workshops. We also publish additional governance guides, including the QCA’s Audit Committee Guide, QCA Remuneration Committee Guide, QCA Environmental and Social Guide, QCA Nomination Committee Guide, and the QCA Board Performance Review Guide.
Is the QCA Code just a simpler version of the FRC’s UK Code?
No, it is entirely separate. The QCA Code is specifically tailored for smaller, growing companies whether already traded on a public market or privately owned.
Does the QCA adopt a ‘comply or explain’ model?
Adoption of the QCA Code and making the suggested disclosures should not be approached as a compliance exercise. Rather, the application of the QCA Code is designed to be flexible. It requires a company to apply the ten Principles and to publish certain related disclosures that describe the company’s own position and why they have chosen it.
Why isn’t there a printed edition of the QCA Code?
We are trying to use less paper as well as track better the Code’s use and distribution.
If I buy the Code Document for use at one company can I take it with me to another company if I change jobs?
In order to be regarded as an Official User of the QCA Code, each company needs to buy its own copy of the Code Document. Without it, they will not be able to display our trademarked Code Badge.
Can I buy more copies of the Code Document or display on our intranet?
Absolutely. Members and non-members can buy as many copies as they like. We also give QCA adviser members the option of taking out an internal publication licence so they can share the Code Document with staff via their internal library or intranet. Click here for that option.
Corporate Governance Publications
Our family of publications, led by the QCA Corporate Governance Code, is designed to provide companies with the information they need to make good decisions. These guides are provided free to members.
Corporate Governance Events
How to put it all into practice? To provide further insights, for companies and their advisers we run a series of workshops that explore different elements of corporate governance.
Corporate Governance Latest News & Insights
Read all about it. We publish our take on the latest corporate governance news and welcome contributed member insights in this area too.
What our members say
Don’t take our word for it. We are proud that our members are willing to speak up on our behalf too.