Equity capital markets

Listed company boards should be scrutinising their risk management and internal controls frameworks to ensure they are in a good place to meet the requirements of the revised Corporate Governance Code (Code).

Following a lengthy consultation period, the Financial Reporting Council (FRC) unveiled its revised UK Corporate Governance Code in January. As expected, the FRC has dropped many proposals that were originally floated, in light of both the Government's withdrawal of the Companies (Strategic Report and Directors' Report) Amendment Regulations 2023 and feedback received during the consultation. As a result, the revised Code is, in the FRC's words, a "limited revision", with the key changes focusing on internal controls.

Listed company boards will have to take greater responsibility, not only for establishing the company's risk management and internal controls framework, but also for reviewing and maintaining its effectiveness on an ongoing basis. Also, as part of a trend towards greater board accountability, they must report on this in the annual report, including a new declaration of effectiveness of the company's material controls.

The revised Code will apply to accounting periods beginning on or after 1 January 2025 except for the new requirement for a board declaration on internal controls, which will apply to accounting periods beginning on or after 1 January 2026 – for more, read this briefing.

The FCA is carrying out a radical overhaul of the rules applicable to UK capital markets to make London a more attractive place to list, and remain listed, for a broader range of companies. New UK Listing Rules are expected to take effect during the summer. Take a look at our updated briefing for more on the  wide package of reforms to the listing, prospectus and secondary fundraising regimes.