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Corporate governance Contents

Contents

Terms of Reference

Summary

1 Introduction

Origins

Our inquiry

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

Reporting

Enforcement

A stronger enforcement body

Investor and company engagement

The practice

Stakeholder advisory panel

Transparency and the role of advisors

Voting records

Non-executive directors

4 Private companies

5 Pay

Is the system working?

Drivers of pay increases

Addressing pay concerns

Structure

Bonuses

Long-term incentive plans

Pay and performance

Process of agreement: Shareholder engagement on pay

Remuneration Committees

Pay reporting

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

7 Conclusion

Conclusions and recommendations

Formal Minutes

Witnesses

Published written evidence

List of Reports from the Committee during the current Parliament





4 April 2017