Skip to main content
Policy Authority
Category: Corporate Governance

Combined Code

Also known as: Combined Code on Corporate Governance
Simply put

The Combined Code was the earlier name for what is now the UK Corporate Governance Code, a set of good-practice standards for how listed companies in the UK should be governed. It covered matters such as how a company's board is led and composed and how responsibilities are divided. It has since been succeeded by the UK Corporate Governance Code, which is maintained by the Financial Reporting Council (FRC).

Formal definition

The Combined Code (formally the Combined Code on Corporate Governance) is the predecessor to the current UK Corporate Governance Code and forms part of the UK corporate governance framework applicable to listed companies. It set out standards of good practice addressing areas including board leadership and company purpose, division of responsibilities, and board composition. The Code has since been renamed and revised as the UK Corporate Governance Code, which is now maintained by the FRC and organised into sections such as Board Leadership and Company Purpose; Division of Responsibilities; Composition, Succession and Evaluation; and Audit-related matters. As a code rather than a statutory rule, it typically operates on a comply-or-explain basis; the term 'Combined Code' is now largely of historical reference and is used in practice when reviewing arrangements predating the renamed Code. This entry does not address specific clause content, effective dates, or the precise scope of application, which vary and depend on the applicable version.

Why it matters

The Combined Code represents a foundational stage in the development of the UK's principles-based approach to corporate governance for listed companies. Understanding it matters because governance arrangements, board structures, and disclosure practices at many UK-listed companies were established or shaped under the Combined Code before it was renamed and revised as the UK Corporate Governance Code. When reviewing historical governance arrangements, prior board reports, or legacy documentation, professionals may encounter references to the Combined Code and need to recognise it as the predecessor to the current Code rather than as a separate or still-current instrument.

The term is now largely of historical significance. The standards it addressed, such as board leadership, division of responsibilities, and board composition, have carried forward, in revised form, into the UK Corporate Governance Code maintained by the Financial Reporting Council (FRC). For governance and compliance professionals, the practical relevance lies in continuity: recognising that the current Code evolved from the Combined Code helps in interpreting older records and in tracing how a company's governance practices have developed over time.

Because the Code operates as good-practice standards rather than statutory rules, its influence has historically been exercised through a comply-or-explain mechanism rather than through prescriptive legal obligation. This distinguishes it from binding regulatory requirements and shapes how boards have chosen to describe and justify their governance arrangements.

Who it's relevant to

Governance professionals and company secretaries
Those responsible for board arrangements at UK-listed companies may encounter references to the Combined Code when reviewing legacy governance documentation, board reports, or prior disclosures, and need to recognise it as the predecessor to the current UK Corporate Governance Code.
Compliance and legal specialists
Professionals interpreting historical comply-or-explain statements or tracing the evolution of a company's governance framework may reference the Combined Code to understand arrangements established before the Code was renamed and revised by the FRC.
Internal and external auditors
Assurance professionals reviewing historical governance records or continuity of practices over time may need to distinguish requirements framed under the earlier Combined Code from those under the current UK Corporate Governance Code, particularly in relation to audit-related and board composition matters.
Board members and non-executive directors
Directors examining how their organisation's governance practices have developed may find the Combined Code relevant as the earlier framework from which current board leadership, division of responsibilities, and composition standards evolved.

Inside Combined Code

Consolidated corporate governance guidance
The Combined Code was a UK code that brought together into a single document the recommendations of earlier governance reviews, providing principles and provisions on how listed companies should be directed and controlled.
Board structure and effectiveness
Provisions addressing the composition of the board, the balance of executive and non-executive directors, and the roles of the chairman and chief executive, typically encouraging a separation of those two roles.
Directors' remuneration
Guidance on setting and disclosing directors' pay, commonly recommending independent involvement in remuneration decisions and transparency to shareholders.
Accountability and audit
Provisions covering financial reporting, internal control, and the relationship with auditors, including the expected role of an audit committee in overseeing these matters.
Relations with shareholders
Recommendations on constructive dialogue with shareholders and the use of general meetings to communicate with investors.
Comply-or-explain approach
A reporting mechanism under which companies are expected to either apply the code's provisions or explain their reasons for departing from them, rather than facing a rigid statutory mandate.

Common questions

Answers to the questions practitioners most commonly ask about Combined Code.

Is the Combined Code the same as the UK Corporate Governance Code?
Not exactly. The Combined Code was the predecessor designation for the UK's principal corporate governance framework, which was later renamed the UK Corporate Governance Code. They represent a continuous line of governance guidance rather than two separate regimes, but referring to the current framework as the 'Combined Code' is a common anachronism. When citing requirements, it is important to identify which iteration applies to the period in question, as content evolved across successive revisions.
Does the Combined Code impose legally binding rules that companies must follow?
The Combined Code operated primarily on a 'comply or explain' basis rather than as strict statutory law. Under this approach, companies within its scope were expected either to apply its provisions or to explain publicly why they had not. This distinguishes it from black-letter legal obligations; it is a governance standard enforced substantially through disclosure and market accountability rather than through direct legal penalty for non-adherence. The precise legal status depends on listing rules and the applicable jurisdiction and period.
How did the 'comply or explain' approach work in practice for a listed company?
A company assessed its governance arrangements against the Code's provisions and, where it departed from a provision, set out in its annual reporting the reasons for the departure and how its alternative approach met the underlying objective. Investors and other stakeholders then evaluated the adequacy of those explanations. This places emphasis on transparent, reasoned disclosure rather than uniform box-ticking, and the quality of the explanation is typically as important as the fact of any departure.
Which organizations did the Combined Code typically apply to?
The Code was directed principally at companies with a premium listing on the relevant UK market, applied in connection with listing rules. Its application to other entities was generally a matter of voluntary adoption or contractual arrangement. Scope depended on the applicable listing regime and the period in question, so practitioners should confirm the relevant version and its stated field of application before assuming coverage.
How should a compliance or governance team evidence adherence to the Code?
Evidence commonly takes the form of a governance statement within the annual report describing how the principles were applied and disclosing any departures from specific provisions with supporting rationale. Supporting documentation may include board and committee terms of reference, records of board evaluation, and minutes demonstrating the governance processes in operation. This entry does not cover specific reporting templates or tooling, which vary by organization and reporting period.
What is the relationship between the Combined Code and the work of internal audit or other assurance functions?
Governance provisions of this kind typically inform the control and reporting environment that assurance functions examine, but the Code is a governance standard rather than an assurance activity itself. Independent assurance functions may assess whether governance arrangements described in disclosures operate as stated, while management remains responsible for applying the arrangements. Maintaining this distinction between the governance framework, management's application of it, and independent assurance over it is important when documenting responsibilities.

Common misconceptions

The Combined Code is current UK corporate governance guidance.
The Combined Code was a predecessor to later UK corporate governance guidance and has since been superseded; practitioners should confirm the currently applicable code and its issuing body rather than relying on the Combined Code name.
The Combined Code imposed legally binding rules that companies were obliged to follow in every respect.
It operated primarily on a comply-or-explain basis, meaning companies could depart from its provisions provided they explained their reasons; it was a code of governance practice rather than statute, though listing-related expectations gave it practical force in its jurisdiction.
The Combined Code applied universally to all organizations.
Its scope was oriented toward listed companies within the UK context; its applicability depended on listing status and jurisdiction, and it did not set governance requirements for all organizations or all countries.

Best practices

Confirm which corporate governance code currently applies to your organization and jurisdiction, since the Combined Code has been superseded, and cite the current issuing authority rather than relying on the historical name.
When applying a comply-or-explain framework, treat any departure from a provision as requiring a clear, specific, and documented explanation rather than a generic statement.
Maintain a clear separation between the roles of chairman and chief executive, and document the rationale where an organization chooses a different structure.
Ensure the board's balance of executive and independent non-executive directors is periodically reviewed and evidenced in governance records.
Keep audit committee responsibilities for financial reporting, internal control oversight, and the auditor relationship distinct from management's ownership of those controls, preserving the independence of assurance activities.
Support constructive shareholder dialogue and use disclosures and general meetings to communicate governance arrangements transparently to investors.
a promotional banner asking how ready are you for PCI DSS 4.0? With a call-to-action to get the checklist now.