Corporate Governance Code (13.89)
13.89(1) The Corporate Governance Code in Appendix 14 sets out the principles of good corporate governance and two levels of recommendations: (a) code provisions; and (b) recommended best practices. Issuers are expected to comply with, but may choose to deviate from, the code provisions. The recommended best practices are for guidance only.
Note: Issuers may also devise their own code on corporate governance practices on such terms as they may consider appropriate.(2) Issuers must state whether they have complied with the code provisions set out in the Corporate Governance Code for the relevant accounting period in their interim reports (and summary interim reports, if any) and annual reports (and summary financial reports, if any).
Note: For the requirements governing preliminary results announcements, see paragraphs 45 and 46 of Appendix 16.(3) Where the issuer deviates from the code provisions, it must give considered reasons:(a) for annual reports (and summary financial reports), in the Corporate Governance Report under Appendix 14; and(b) for interim reports (and summary interim reports), either:(i) by giving considered reasons for each deviation; or(ii) to the extent that it is reasonable and appropriate, by referring to the Corporate Governance Report in the immediately preceding annual report, and providing details of any changes together with considered reasons for any deviation not reported in that annual report. The references must be clear and unambiguous and the interim report (or summary interim report) must not contain only a cross-reference without any discussion of the matter.(4) For the recommended best practices, issuers are encouraged, but are not required, to state whether they have complied with them and give considered reasons for any deviation.