ACCT 3206 · The UK Corporate Governance Code

Led by Dorothy Rigour Simulacrum

1. Module 6 ○ Open

   The UK Corporate Governance Code

   Led by Dorothy Rigour Simulacrum

   The question

   The UK Corporate Governance Code 2024 — the most influential governance document in UK markets and the framework within which the auditor operates. The module covers the five sections of the 2024 Code (Board Leadership and Company Purpose; Division of Responsibilities; Composition, Succession and Evaluation; Audit, Risk and Internal Control; Remuneration), the comply-or-explain mechanism, the new internal-controls declaration required from 2026, and the audit committee's responsibilities under the Code. The worked scenario evaluates Halberd plc's 2024 corporate-governance statement against the 2024 Code.

   Outcome

   The student can identify the five sections of the 2024 Code and the key provisions of each; can evaluate a company's corporate-governance statement for the quality of compliance and the cogency of any explanations; and can articulate the audit committee's responsibilities and the auditor's interaction with the committee under the Code. (UK Corporate Governance Code)

   Begin the course → Mark module complete Print certificate of completion

   Practice scenarios

   Halberd's 2024 Corporate Governance Statement

   You evaluate Halberd plc's draft 2024 corporate-governance statement against the 2024 UK Corporate Governance Code, with one declared departure (a 10-year-tenure SID) and an in-progress 2026 internal-controls readiness programme. The work tests whether you can judge the cogency of the comply-or-explain disclosure and frame practical recommendations to the audit committee.

   Your goals

   • Evaluate the SID-tenure explanation: Code provision 10 says NEDs serving more than 9 years should be regarded as no longer independent unless explained; the explanation is in some ways formulaic (*continues to bring independence of thought*) but substantively defensible (international operations complexity is a real argument). On balance, the explanation is acceptable but not strong; recommend the chair address succession by appointing a successor SID for 2026 transition.
   • Evaluate the audit committee composition: meets the Code requirements; the chair's recent and relevant financial experience is established; recommend continued composition; consider whether the audit committee chair's tenure plus skills coverage is sufficient.
   • Evaluate the readiness for the 2026 internal-controls declaration: the work under way (management self-assessment, control-mapping exercise, deficiency remediation programme) is appropriate; but the timeline is tight; recommend acceleration and consideration of external assurance support.
   • Frame the auditor's communication to the audit committee: 1,200-word memo (a) supporting the statement on grounds of substantive compliance; (b) flagging the SID-tenure issue with succession recommendation; (c) flagging the 2026 readiness with acceleration recommendation; (d) confirming no further audit issues with the corporate-governance statement.

   Practise this scenario →