Corporate governance Contents

Contents

Terms of Reference

2 Context and background

The evolution of corporate governance

Trust in British business

Cultural change

Changing shareholder structure

Positive developments

Encouraging long-term decision making

Conclusion on the case for further reform

3 Promoting good corporate governance

Directors’ duties

A stronger enforcement body

Investor and company engagement

Stakeholder advisory panel

Transparency and the role of advisors

Non-executive directors

4 Private companies

Is the system working?

Drivers of pay increases

Addressing pay concerns

Long-term incentive plans

Pay and performance

Process of agreement: Shareholder engagement on pay

Remuneration Committees

Publication of pay ratios

Conclusions on pay

6 Composition of boards

Board diversity

Gender diversity

Ethnic diversity

Cognitive diversity, including social diversity

The Pipeline of talent

Worker representatives on boards

Nomination committees and diversity

Conclusions and recommendations

Published written evidence

List of Reports from the Committee during the current Parliament

4 April 2017