Board performance review: corporate reporting for FTSE 350 companies

What’s the issue?

Under the UK Corporate Governance 2024 Code (the Code), companies are encouraged to explain their approach to board performance review in their annual reports or provide reasons if their approach does not align with the Code’s provisions.

Background

Section 3 of the Code covers matters relating to board composition, succession planning and evaluation. It states that, for FTSE 350 companies, the chair should commission an externally facilitated board performance review at least every three years. As for other provisions of the code, if a company does not comply with this it should explain why not and what alternative measures it is taking.

What does this mean?

Companies are encouraged to describe the following in their annual report under parts of Provisions 21-23:

• A description of the board performance review, its outcomes and actions taken, and how it has influenced or will influence future board composition.
• The name of the person or company performing the external review, and whether it has any connection with the existing directors.

As for any code provision, if not complied with, an explanation should be provided. The FRC’s review of corporate governance reporting provides some good disclosure examples here including, for instance, situations in which significant change in board composition has occurred in the current year.

Practical Considerations: Preparing annual report disclosures

When preparing a board performance review, preparers should also disclose information on board composition and explain the board’s need for particular experience and skills and how the current or future composition of the board addresses these.

Here are also some practical aspects you may wish to consider when preparing board performance review-related disclosures:

• Provide a board performance review cycle, including when the internally and externally facilitated reviews took and will take place.
• Describe whether the review includes an assessment of individual directors’ time commitments to the board, workforce, and shareholder engagements.
• Describe whether board tenure and independence were considered as part of the review process.
• Provide a summary of progress made on the actions identified in last review, and a summary of actions identified in this year’s review.
• Describe whether board performance reviews aid succession planning.

Where can I get more guidance?

The Financial Reporting Council published the UK Corporate Governance Code 2024 and its guidance on its website. Examples of corporate governance reporting (aligned with the UK Corporate Governance Code 2018) related to board performance reviews can be found in the Annual Review of Corporate Governance Reporting, published in November 2025.

When is it effective?

The 2024 Code applies to accounting periods beginning on or after 1 January 2025. Similar provisions were in place in the UK Corporate Governance 2018 Code.

Who is it applicable to?

Companies with an equity listing on the London Stock Exchange. It does not apply to AIM-listed companies.