The document discusses corporate governance structures in the United Kingdom. It provides an overview of the UK Corporate Governance Code and its main principles of leadership, effectiveness, accountability, and remuneration. It then examines the corporate governance models of Tesco, Barclays, and Reckitt Benckiser, including their board structures and key committees. Finally, it briefly discusses some failures of corporate governance in the UK, including issues at RBS, Barclays, NewsCorp, and BBC.

1. Corporate Governance Structure in United Kingdom
Prepared &
Presented By,
Group-01. Section: C

2. Corporate Governance Structure in United Kingdom
UK Corporate Governance Code
 ‘ Comply or Explain ’ Approach
Main Principles
of CG Code
Leadership Effectiveness Accountability Remuneration
Relation with
shareholders
 The role of the board
 Division of responsibilities
 Chairman
 Non-executive directors
• The composition of the board
• Appointments to the board
• Commitment
• Development
• Info and support
• Evaluation
• Re-election
• Financing and
business reporting
• Risk management
and internal control
• The level and components
of remuneration
• Procedure
• Dialogue with
shareholders
• Constructive use
of AGM

3. Corporate Governance Model at TESCO
 Tesco PLC is a multinational grocery and general merchandise
retailer headquartered in Cheshunt, Hertfordshire, England,
United Kingdom.
 It is one of the top retail brands in the world by revenue
generated and profit earned.
 It has stores in 12 countries across Asia, Europe and North
America and is the grocery market leader in the UK (where it
has a market share of around 30%), the Republic of Ireland,
Malaysia, and Thailand.

4. Corporate Governance Model at TESCO
Chairman
Board of Directors
Chief Executive
Director
Non-Executive
Directors
Senior
Independent
Director
Company
Secretary
Board
Committees
Nominations
Committee
Audit
Committee
Remuneration
Committee
Corporate
Responsibility
Committee
Disclosure
Committee

5. Corporate Governance Model at Barclays
 Barclays is a British multinational banking and financial services
company headquartered in London. It is a universal bank with
operations in retail, wholesale and investment banking, as well as
wealth management, mortgage lending and credit cards.
 As Barclays is listed on the London Stock Exchange, they comply with
the UK Corporate Governance Code.
 Barclays has American Depository Receipts listed on the New York Stock
Exchange (NYSE), and is also subject to the NYSE's corporate
governance rules.
 NYSE’s corporate governance rules permit Barclays to follow UK
corporate governance practices instead of those applied in the US,
provided that any significant variations are explained.

6. Corporate Governance Model at Barclays
Leadership:
Board
Chairman: John
McFarlane
Non Executive
Directors
Group Chief
Executive
Deputy Chairman
and Senior
Independent
Director
Barclays Group
Finance Director
Board Composition
& Responsibilities
Responsibility
Governance Remuneration
Board
membership
Strategy
Financial
results and
dividends
Risk appetite,
capital and
liquidity

7. Corporate Governance Model at Barclays
Board Enterprise Wide
Risk Committee
Board Financial Risk
Committee
Board Conduct,
Reputational and
operational risk
committee
Board Audit
Committee
Board Remuneration
Committee
Board Corporation
Governance and
Nomination
Committee
Barclay’s Board
Framework Structure:
Board Committees

8. Corporate Governance Model at Reckitt Benckiser
 RB plc (formerly known as Reckitt Benckiser) is a multinational
consumer goods company headquartered in Slough, Berkshire,
England.
 It is a major producer of health, hygiene and home products.
It was formed in 1999 by the merger of the UK-based
Reckitt & Colman plc and the Netherlands-based Benckiser NV.

9. Corporate Governance Model at Reckitt Benckiser
Main Principles
of CG Model
Leadership Effectiveness Accountability Remuneration
Relation with
shareholders

10. Corporate Governance Failures in UK
 RBS Failure was termed as more of ‘ Governance Failure’ than the ‘Victim of
circumstances’.
 Fixing of LIBOR rate scam and Barclays’ involvement in it
 The tone set by top management—the corporate environment or culture within which
financial reporting occurs—is the most important factor contributing to the integrity of
the financial reporting process. Notwithstanding an impressive set of written rules and
procedures, if the tone set by management is lax, fraudulent financial reporting is more
likely to occur. i.e., NewsCorp & BBC.
 The Codes have given rise to a shallow ‘Box Ticking’ culture, in which directors are able
to tick the relevant boxes but avoid their true responsibilities.
 It is much harder to tell if companies follow the spirit of the Code.