Corporate governance Contents


Terms of Reference


1 Introduction


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



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



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


Published written evidence

List of Reports from the Committee during the current Parliament

4 April 2017