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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 at the QCA

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 900 companies, including 93% 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

Download 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 regard them as an “Official User”.

For that reason, we will maintain here a full list of buyers of the Code’s latest version.

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 Code (2023) 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 900 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 and updated it in 2018. To take a fresh look five years on is good practice. We announced we would do so at the start of this year and have consulted widely.

Do I have to pay to use it?

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.

When does the new QCA Code (2023) apply from?*

The QCA recommends that any company which claims to apply the QCA Code in respect of accounting periods commencing on or after 1 April 2024 will be applying the new QCA Code (2023) and not the QCA Code (2018) and to update its governance disclosures appropriately.

This means that the last financial year to apply the old QCA Code (2018) will be companies with a financial year ending 31 December 2024. For these companies, they will first apply the new QCA Code (2023) for their financial year beginning 1 January 2025, with their updated governance disclosures in their annual report being published in the first half of 2026. All other companies will apply the new QCA Code (2023) as follows:

  • A 31 March 2024 financial year end will apply the new QCA Code (2023) for their new financial year from 1 April 2024 to 31 March 2025, with their updated governance disclosures in their annual report being published within 6 months of 31 March 2025.
  • A 30 June 2024 financial year end will apply the new QCA Code (2023) for their new financial year from 1 July 2024 to 30 June 2025, with their updated governance disclosures in their annual report being published within 6 months of 30 June 2025.
  • A 30 September 2024 financial year end will apply the new QCA Code (2023) for their new financial year from 1 October 2024 to 30 September 2025, with their updated governance disclosures in their annual report being published within 6 months of 30 September 2025.

We encourage companies to consider adopting the new QCA Code (2023) as early as possible, however, it will formally replace the old QCA Code (2018) as per the dates outlined above.

* Underlined = updated

Will there be a transition period?*

Yes – a transition period of 12 months will be in place from 1 April 2024 for companies applying the new QCA Code (2023). This means each company will be given a 12-month period from the commencement of their most recent financial year on or after 1 April 2024 where additional flexibility is granted.

It is envisaged that most companies will apply the new QCA Code (2023) in the first full financial year but in keeping with the Code’s flexible ethos we believe clemency should be applied to those companies which need to build capacity. The transition period will allow companies extra flexibility so that they are able to adjust to the new Code and build the necessary capacity and capabilities to be able to apply its Principles. During this period, companies will be able to focus on more usage of explanations on certain areas where there have been changes to the Code with the expectations that companies communicate their plans to address gaps with timelines where possible and where beneficial.

*Underlined = updated

Do I need to update my website disclosures before my annual report disclosures?*

No. The QCA Code allows companies to choose where to publish their disclosures. Companies may choose to publish their disclosures in the company’s annual report, include them on their website or adopt a combination of the two approaches (with clear signposting by way of cross-referencing). If website disclosures are used, the company should update these no later than the publication of their annual report. Whilst companies are not expected to update their website disclosures in advance of their annual report disclosures, it is important to recognise that good governance is not a once-a-year activity, and companies can choose to update their website disclosures before the publication of their annual report should they deem it appropriate to do so.

*Underlined = updated

Can’t my company just carry on using the old QCA Code?

No. We recommend that companies migrate to the new Code. We will shortly stop supporting the old Code and in time investors and other stakeholders will cease to recognise it.

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 (or Principles) it can provide an explanation for not doing so. Companies are encouraged to explain why certain arrangements are more appropriate for their own individual circumstances.

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, Remuneration Committee Guide, Practical Guide to ESG, and the 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 correct application of the QCA Code 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 (2023)?

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.

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.

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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.

Being part of QCA means that as a company director, I am always informed on regulatory updates.

Simon PittsChief Executive Officer, STV Group plc

The QCA's guidance in simplifying complex regulation is a valuable resource and reference point in achieving our corporate governance commitments.

Dick SteeleChairman, Portmeirion Group plc

The QCA is a vital voice ensuring that the interests of small and mid-cap quoted companies are heard. Their guides are invaluable and practical resources for both ourselves and our clients.

Matthew StallabrassPartner, Crowe U.K. LLP
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