FRC publishes the UK Corporate Governance Code 2024, centred on internal controls
On 22 January 2024 the Financial Reporting Council published a revised UK Corporate Governance Code. The main change is a new board declaration on the effectiveness of material internal controls (Provision 29), applying from 1 January 2026. The rest of the Code applies to periods from 1 January 2025. Comply or explain remains.
The Financial Reporting Council (FRC) published a revised UK Corporate Governance Code on 22 January 2024, after its 2023 consultation. It deliberately kept changes to a minimum, dropping earlier proposals on audit committees and ESG, diversity and inclusion, and overboarding.
What changed
- Internal controls: boards must now make a declaration in the annual report on the effectiveness of the company's material internal controls at the balance sheet date (Provision 29). The board decides what counts as material.
- Smaller changes on malus and clawback disclosures and on audit committee minimum standards.
- Comply or explain remains. The FRC stressed that a clear, justified explanation is a legitimate way to apply the Code.
- Separate, non-mandatory guidance on the Code followed on 29 January 2024.
When it applies
- The 2024 Code applies to financial years beginning on or after 1 January 2025.
- The Provision 29 declaration applies from 1 January 2026, a year later, to give boards time to prepare.
Who is affected
Companies that report against the UK Corporate Governance Code, mainly premium and commercial-company listed companies, their boards, audit committees and company secretaries.
What to do
Plan the board's process for identifying material controls and evidencing the annual effectiveness review ahead of the first declaration.
Later developments
This entry records the January 2024 announcement. Provision 29 applies to financial years beginning on or after 1 January 2026, so the first declarations appear in annual reports for 2026 year ends. See our January 2026 coverage.