Board Construction at UK Listed Companies

The board of a UK listed company works within the most demanding governance framework in UK corporate life. The UK Corporate Governance Code, the FCA’s UK Listing Rules, the expectations of institutional investors and the scrutiny of proxy advisers together set board composition expectations — on independence, diversity, skills and committee structure — that need active management rather than passive maintenance.

This guide explains how UK listed companies should approach board construction: the regulatory requirements, the governance code expectations, what a typical FTSE 350 board looks like, how AIM differs from the Main Market, how listed company board appointments differ from private company NED appointments, and how to sequence and structure board composition changes over time. It complements the broader Board Construction Guide with specific attention to the listed company context, and should be read alongside the Board Effectiveness Review guide, which explains how the board’s composition is assessed once it is in place.

Board construction at a listed company is both a compliance requirement and a strategic investment. A well-constructed board — with the right combination of skills, experience, independence and diversity — gives the company better challenge, better succession and more credibility with shareholders. A board that meets the minimum requirements without genuine capability adds governance cost without governance value. Exec Capital’s board of directors recruitment work is built around that distinction.

The most common weakness we see is not a shortage of good candidates; it is a shortage of planning. Listed company boards are among the most scrutinised structures in UK business, yet many are still assembled through personal networks and informal introductions rather than the structured composition planning the Code expects. The shift that makes the biggest difference is treating board construction as a multi-year programme rather than a series of individual appointments: the board the company needs in three years is not the board it has today, and the nominations committee’s job is to close that gap deliberately.

The UK Corporate Governance Code: Board Composition Requirements

The UK Corporate Governance Code, published by the Financial Reporting Council, sets out the expectations for listed company board composition through Principles and Provisions that operate on a comply-or-explain basis. The current version was published in January 2024 and applies to financial years beginning on or after 1 January 2025, with Provision 29 (the board’s declaration on material controls) applying to financial years beginning on or after 1 January 2026. The board composition provisions were carried over largely unchanged from the 2018 Code.

Board independence. The Code expects at least half the board, excluding the chair, to be independent non-executive directors. Independence is a judgement for the board, but the Code lists circumstances likely to impair it: having been an employee within the last five years, a material business relationship with the company in the last three years, additional remuneration or participation in share options or performance pay, close family ties with directors or advisers, cross-directorships, representing a significant shareholder, or serving on the board for more than nine years from first appointment. Where any of these apply and the board still considers the director independent, it must explain why. In practice, the nine-year factor has become one of the most significant composition challenges for established companies, because a board can lose independence collectively as long-serving NEDs approach that point.

Board size. The Code does not set a minimum or maximum board size. The practical test is whether the board is large enough to staff the audit, remuneration and nominations committees with independent NEDs, and to cover the skills the strategy needs, without becoming too large for genuine strategic discussion. Small boards often struggle to maintain committee independence once one or two directors leave; very large boards tend to draw investor criticism and make it harder for every director to contribute.

Skills and experience. The Code expects the board and its committees to have the combination of skills, experience and knowledge the company needs. This has become more specific in practice: investors and proxy advisers now ask whether the board has adequate technology, cyber and data expertise, sustainability and climate governance capability, and international experience where the company has significant operations abroad. A board that cannot show how its skills map to the strategy will be asked to explain.

Chair independence and separation of roles. The chair should be independent on appointment. The roles of chair and chief executive should not be exercised by the same individual, and a chief executive should not go on to become chair of the same company. The chair should not remain in post beyond nine years from first appointment to the board, although a limited extension can be justified to support succession. The chair’s independence from management is the main safeguard against the board’s oversight being compromised by executive influence.

Committees and re-election. The Code expects an audit committee and a remuneration committee made up of independent NEDs (at least three, or two for companies below the FTSE 350), and a nominations committee with a majority of independent NEDs. The board chair should not be a member of the audit committee and should not chair the remuneration committee. All directors should be subject to annual re-election, which means every NED’s position is tested by shareholders each year.

FCA Listing Rules and Disclosure Requirements

On 29 July 2024 the FCA replaced the old Listing Rules with a new UK Listing Rules sourcebook (UKLR), set out in policy statement PS24/6. The premium and standard segments were replaced with a single category for commercial companies with equity shares (often abbreviated to ESCC), alongside separate categories for closed-ended investment funds, shell companies and other securities. References to “LR 9.8.6R” in older guidance now map across to the UKLR, and the board-related disclosure obligations that matter for board construction were carried into the new rules for commercial companies.

Board diversity targets. In-scope listed companies must state in their annual report, on a comply-or-explain basis, whether they have met three targets: at least 40% of the board are women; at least one of the senior board positions (chair, chief executive, chief financial officer or senior independent director) is held by a woman; and at least one member of the board is from a minority ethnic background, using the ONS categories. The position is measured at a reference date chosen by the company within its accounting period, which should be used consistently year to year. Missing a target is not a breach of the rules, but the company must say so and explain why. Companies must also publish standardised numerical tables on the sex or gender identity and ethnic background of the board, the senior board positions and executive management, and explain how the data was collected. The companion Board Diversity Appointments guide covers the full diversity framework.

Corporate governance statement. Commercial companies must include a corporate governance statement in the annual report, setting out how they have applied the Principles of the UK Corporate Governance Code and whether they have complied with its Provisions, with reasons for any departure. That statement covers board composition, committee activity and the outcome of the board performance review. It creates a public accountability for board composition decisions that private companies do not face.

Controlling shareholders. Where a commercial company has a controlling shareholder, the election and re-election of independent directors must also be approved by the independent shareholders. For founder-controlled or sponsor-controlled companies this makes the choice of independent NEDs a matter that minority investors will examine closely.

The Typical FTSE 350 Board Structure

A typical FTSE 350 board consists of a non-executive chair, a group of independent NEDs, the chief executive and the chief financial officer, with some companies adding one or two further executive directors. Committees are staffed by independent NEDs, and the chair usually chairs the nominations committee while staying off the audit committee.

The board chair. The chair leads the board, manages the relationship with the chief executive and is the primary governance interface with major shareholders. The time commitment is substantial and rises sharply during takeovers, strategic reviews or a change of chief executive. The chair appointment is the most consequential board appointment a company makes, and the process for a new chair should be among the most rigorous in the board’s history — usually led by the senior independent director, not the outgoing chair. Exec Capital’s chairman recruitment service and the How to Hire a Chairman guide set out the full process.

The senior independent director. The SID is a sounding board for the chair, an intermediary for other directors, and an alternative channel for shareholders who have concerns they do not wish to raise with the chair. The SID also leads the annual appraisal of the chair’s performance. The role needs a NED with enough seniority to command the respect of institutional investors and to provide a genuinely independent voice when the chair–CEO relationship is under strain. The Senior Independent Director guide covers the appointment in detail.

Committee chairs. The audit committee chair, remuneration committee chair and nominations committee chair are the most specialist NED roles on a listed board. The Code expects at least one audit committee member to have recent and relevant financial experience, and the committee as a whole to have competence relevant to the company’s sector. The remuneration committee chair should normally have served on a remuneration committee for at least twelve months before taking the chair. Each role carries specific investor scrutiny, and each should be filled through a targeted search rather than assigned to whichever NED is available.

The company secretary. Although not a director, the company secretary is central to how a listed board functions: board and committee papers, AGM logistics, Listing Rule and Market Abuse Regulation compliance, director induction and the governance calendar. Under the Code, all directors should have access to the company secretary’s advice, and the appointment and removal of the company secretary is a matter for the whole board. A capable company secretary is often the difference between a board that runs to a plan and one that reacts to events.

Managing Board Composition Over Time

Board composition management is a continuous process, not a series of episodic responses to departures. The nominations committee should maintain a three-to-five-year composition plan that maps each director’s term and tenure dates, identifies the skills and diversity gaps future appointments need to close, and sets out a sequenced appointment programme that avoids losing too many experienced directors at once.

Tenure management. The nine-year independence factor creates the most significant composition challenge for established listed companies. A board with three NEDs approaching their ninth year at the same time faces losing a large share of its independence in a single year. Nominations committees that plan for this — making new appointments before long-serving NEDs need to step down, with an overlap so that knowledge is handed on — keep continuity. Those that react late face disruptive transitions and awkward explanations in the annual report.

Refreshment and continuity balance. Boards need enough continuity to keep institutional memory and context on the strategy, and enough refreshment to avoid the groupthink that long stability can create. A steady, planned rate of new appointments is usually better than a large intake followed by years of inactivity, because it staggers tenure dates and keeps the board’s skills moving with the strategy.

The skills matrix. A board skills matrix — mapping the skills and experience each director brings against what the board needs — is the foundation of composition planning. It should be reviewed every year against the company’s strategy: a company entering a new market, acquiring in a new sector or facing new regulation needs different board skills from one executing a stable plan. The nominations committee should use the matrix to brief search firms, rather than writing each role specification from scratch.

Succession for the senior roles. Composition planning should include contingency arrangements for the chair, SID and committee chairs, as well as the executive directors. If the audit committee chair left suddenly, who would step in, and would they meet the financial experience requirement? Asking these questions annually is far cheaper than answering them in a crisis.

Listed Company NED Appointments vs Private Company NED Appointments

Listed company NED appointments differ from private company NED appointments in five significant ways that affect the search brief, the candidate pool and the appointment process. Exec Capital’s listed companies non-executive recruitment practice is built around these differences.

Investor scrutiny. Listed company board appointments are scrutinised by institutional investors and proxy advisers in a way private company appointments are not. Major appointments — particularly the chair and committee chairs — are assessed by the proxy advisers and by the company’s major shareholders before the next AGM vote. Search processes that do not produce diverse longlists, or that appear to favour network candidates over the best available people, attract challenge that can damage the board’s reputation.

Disclosure requirements. A change to the board must be announced promptly through a regulatory information service, and the company must disclose prescribed details about a new director, including other directorships held in recent years and certain past insolvency or regulatory matters. That creates reputational risk at the point of announcement if something in the director’s background has been missed. Pre-appointment due diligence at a listed company should be more thorough than at a private company, not less.

Time commitment and conflicts. Listed company NED roles are significant time commitments, rising substantially for committee chairs and during corporate events. The Code expects the board to take other demands on a candidate’s time into account before appointment, and expects directors to get board approval before taking on further significant external roles. Investors and proxy advisers track overboarding — holding too many board roles at once — and will vote against directors they regard as overcommitted.

Remuneration transparency. All listed company NED fees are disclosed in the directors’ remuneration report. Fees are publicly visible and benchmarked by remuneration consultants and investors, and fees well above or below market norms attract comment. The board’s approach to NED fees should be as considered as its approach to executive pay; the NED fees guide explains how fees are typically structured.

Independence complexity. The independence assessment at a listed company is more complex and more consequential than at a private company. A NED found to lack independence after appointment can leave the board out of line with the Code and trigger investor pressure for change. The assessment should be conducted formally, with advice from the company secretary or legal counsel, before any offer is made.

The Board Appointment Process at Listed Companies

The listed company NED appointment process should meet the Code’s expectation of a formal, rigorous and transparent procedure. In practice that means: a brief grounded in the nominations committee’s composition assessment; an open search that reaches beyond the chair’s personal network; a diverse longlist; a structured shortlist assessment against criteria agreed in advance; and formal due diligence before offer. The nominations committee chair should oversee the process and be ready to account for it in the annual report.

Search firms engaged for listed company board appointments should be assessed on their independence from the board — the Code expects the annual report to identify any external search consultancy used and to state any other connection it has with the company or individual directors — and on their record of producing diverse longlists. The nominations committee is the governance owner of the search process, not just the approver of its outcome. For regulated firms, the SMF13 Chair of Nominations Committee guide covers the additional Senior Managers Regime layer that applies to nominations committee chairs.

Common Board Construction Mistakes at Listed Companies

1. Network-based appointments without a competitive process. The Code expects a formal and transparent appointment process. Appointments made through personal introductions without a proper search — however credible the individual — are hard to defend in the annual report and attract investor challenge, particularly when they produce a less diverse board.

2. Tenure management failure. Allowing several NEDs to approach nine years at the same time, without a refreshment programme, creates a governance problem rather than a planned transition.

3. Committee chair appointments without a targeted search. Giving committee chair roles to the most available NED rather than the best qualified creates quality problems in audit, remuneration and nominations work that investors and proxy advisers notice.

4. Skills matrix not connected to strategy. A skills matrix that reflects the company’s past rather than its future strategy produces appointments that are adequate for yesterday’s challenges rather than tomorrow’s.

5. Insufficient pre-appointment due diligence. Reputational and background checks that would be standard for an executive hire are sometimes skipped for NEDs, on the assumption that the candidate’s public profile is enough assurance. That assumption has proved wrong often enough to justify formal due diligence for every listed company board appointment.

6. Treating diversity disclosure as the end point. Meeting the Listing Rule targets on the reference date is not the same as having a pipeline. Boards that hit the numbers through a single appointment, without thinking about who replaces that director or how the senior board positions will be filled, often find themselves explaining a shortfall a year or two later.

How Exec Capital Approaches Listed Company Board Construction

Exec Capital runs NED, chair and committee chair searches for UK listed and pre-IPO companies with a process designed for the listed environment: a brief built from the nominations committee’s skills matrix, diverse longlists, a formal independence check before shortlisting, structured assessment criteria set by the committee rather than emerging from the search, and full due diligence before offer. Every search is run by our specialist team, with Adrian Lawrence FCA overseeing each mandate. As a Chartered Accountant and former listed-company finance director, Adrian brings a practitioner’s view of audit committee and financial reporting requirements in particular. You can read more about our approach on the board appointments service page.

NED Appointment Process at FTSE Companies

The process for appointing a NED at a UK listed company must satisfy both the Code’s principles and the UK Listing Rules’ disclosure requirements. Best practice is for the nominations committee to manage the process, with the chair leading candidate engagement and the senior independent director overseeing it where the appointment is the chair’s successor or where the chair has any conflict of interest.

Most FTSE 350 boards use an external search firm for NED appointments, and where they do, the Code expects the annual report to name it and disclose any other connection with the company. Choosing the search firm should be a genuine assessment of capability and record — particularly on diversity — rather than a default to an established relationship. Firms used repeatedly by the same board tend to draw from the same candidate pools and produce less varied appointments.

Shortlisting should apply the role’s criteria consistently to every candidate before informal impressions of fit are formed. The nominations committee should see the full longlist — not just the shortlist the search firm prepares — to check that the filters applied match what the board actually needs and have not quietly excluded candidates from non-traditional backgrounds through criteria that were never in the written specification.

A well-run process for a FTSE NED usually includes these stages:

• Brief. The nominations committee agrees the skills, experience and diversity the role must add, the committee roles it will take on and the expected time commitment.
• Longlist. The search firm maps the market, including sitting NEDs, serving executives ready for a first board role and candidates from adjacent sectors.
• Shortlist and interviews. Candidates meet the chair, nominations committee members, the SID and usually the chief executive, against criteria scored consistently.
• Independence and due diligence. Formal independence assessment, references, background and media checks, and a review of other commitments.
• Approval, announcement and induction. Board approval, RIS announcement with the required disclosures, and a structured induction led by the company secretary.

Managing the Independence Clock

Effective listed company boards keep an independence calendar — a document that tracks each NED’s appointment date, the date they reach nine years, their committee roles and their planned tenure. The nominations committee should review it at least once a year, and it should drive the succession agenda rather than simply telling the committee when an independence issue has already arrived.

The challenge is particularly acute for boards that appointed several NEDs in the same period — common at IPO, after a major acquisition or following a governance crisis. A cohort appointed together reaches nine years together, which can create a governance problem in year nine if succession planning has not started well before.

The Code allows a company to explain why a NED beyond nine years remains independent, but the quality of that explanation is increasingly scrutinised. Explanations that simply assert independence will be treated as inadequate. A well-prepared explanation identifies the specific reasons the NED’s long tenure is consistent with independence — for example, the absence of financial or personal ties with management — and sets out the particular value continued tenure provides that a new appointment could not, along with a clear timetable for succession.

Annual Report Governance Disclosures

The corporate governance report in the annual report is the main public account of the board’s composition, effectiveness and succession activity. FTSE 350 governance reports have grown in length and detail over the past decade, reflecting both disclosure rules and investor demand for transparency.

The nominations committee is responsible for several key disclosures: the board diversity policy and how it is applied; the outcome of the most recent board performance review and the actions being taken; the process used for board appointments during the year; NED tenure and independence assessments; and the approach to succession planning. Investors and proxy advisers read these sections carefully, and their specificity, honesty about challenges and concreteness about future plans are taken as a signal of governance quality.

Disclosures that are entirely positive — describing every process as effective and every criterion as met — are less credible than those that acknowledge challenges and describe genuine improvement actions. The FRC’s reviews of corporate governance reporting have repeatedly highlighted weaknesses such as board reviews that describe the process without any findings, diversity sections that report targets without addressing the gap, and succession sections that describe the committee’s activity without saying anything about the plans in place. The FRC’s 2026 report on improving the quality of comply-or-explain reporting reinforces the point: an explanation should tell investors why the company has departed from a provision and what it does instead.

Transition to the Revised UK Corporate Governance Code

The FRC published a revised UK Corporate Governance Code on 22 January 2024. Most of it applies to financial years beginning on or after 1 January 2025; Provision 29 applies to financial years beginning on or after 1 January 2026, so the first material controls declarations will appear in annual reports published from 2027 for calendar year-end companies. The revision was deliberately narrower than the FRC’s original consultation, but several changes bear on board construction.

• Outcomes-focused reporting. Companies are asked to report on the outcomes of their governance activity, not just describe processes — including what the board performance review found and what changed as a result.
• Diversity and inclusion. The language on diversity was broadened to diversity, inclusion and equal opportunity, and the annual report should describe how the diversity and inclusion policy supports the company’s strategy, its objectives and progress.
• Succession and external commitments. Reporting on succession planning should cover its effectiveness, and companies should disclose the significant external appointments held by directors and how time commitment has been considered.
• Material controls (Provision 29). The board must monitor the company’s risk management and internal control framework and, at least annually, review its effectiveness, then make a declaration in the annual report on the effectiveness of material controls at the balance sheet date, with a description of any controls that have not operated effectively.
• Malus and clawback. Remuneration reporting should describe the malus and clawback provisions in directors’ contracts and whether they were used.

Provision 29 has direct implications for audit committee composition. The audit committee will typically oversee the work behind the declaration, which puts a premium on NEDs who understand controls frameworks, assurance, technology and cyber risk as well as financial reporting. Nominations committees should check whether the current audit committee has that depth, and the FRC’s Provision 29 guidance, including its 2026 material on cyber controls, is a useful prompt. The Audit and Risk Committee Chair guide covers the profile in more detail.

Pre-IPO Board Construction

Companies preparing for a UK IPO face a specific board construction challenge: building the governance infrastructure — committees, independent directors, governance processes — that the Code and the UK Listing Rules expect, in a compressed timeframe and alongside the heavy operational demands of the IPO itself.

The standard listed company composition — at least half the board independent NEDs excluding the chair, independent audit and remuneration committees, a majority-independent nominations committee, and a separate chair and chief executive — usually means appointing several NEDs before listing at a company that has been run by a founder board or a private equity-backed board. These appointments are best made well before listing, so the new NEDs can understand the business before they take on listed company responsibilities, sign off the prospectus and stand behind the company’s first annual report. Investors will also want to see the chair and audit committee chair in place early, because both are central to the IPO governance story.

The pre-IPO process also requires decisions about which existing board members meet the Code’s independence criteria. Private equity representatives who have served as investor directors are typically not independent, and their positions after IPO need to be assessed before the listing documentation is finalised. Legal counsel and governance advisers should be involved in that assessment. The IPO executive hiring guide covers the wider leadership build — including whether the finance function and CFO are ready for listed company reporting — and the post-IPO senior hiring guide covers what typically follows.

A practical IPO-readiness checklist for the board includes:

• An independent chair appointed and working with the chief executive well ahead of the prospectus timetable.
• An audit committee chair with recent and relevant financial experience, able to oversee the working capital, financial position and prospects procedures.
• A remuneration committee able to set a policy that will survive its first shareholder vote.
• A view on the diversity targets, the independence of existing directors and any controlling shareholder arrangements.
• A listed-company-ready company secretary, board calendar, terms of reference and share dealing procedures.

AIM and the Main Market: How Board Expectations Differ

Not every listed company sits on the Main Market. AIM companies are admitted to a market regulated by the London Stock Exchange rather than the FCA’s Official List, and their board construction obligations are lighter but still real.

Which governance code. Main Market commercial companies report against the UK Corporate Governance Code. AIM Rule 26 requires AIM companies to name a recognised corporate governance code, explain on their website how they comply with it and give clear reasons for any departures, reviewing that statement annually. Most AIM companies choose the Quoted Companies Alliance Corporate Governance Code, revised in November 2023 and applying to financial years beginning on or after 1 April 2024.

Independence under the QCA Code. The 2023 QCA Code expects independent NEDs to make up at least half the board, with a minimum of two, and expects audit and remuneration committees to have a majority of independent NEDs and ideally to be fully independent. It lists factors the board must weigh in judging independence, including tenure, shareholdings and commercial ties. Tenure over nine years does not automatically remove independence, but the board should assess it each year. Where the chair and chief executive roles are combined, a senior independent director should be appointed.

Diversity. The FCA’s board diversity targets and disclosure tables apply to companies on the Official List, not AIM. The QCA Code instead asks boards to consider diversity in the broadest sense — gender, ethnicity, age, nationality, education and socio-economic background — and to reflect it in succession planning. Many institutional investors apply their own diversity expectations to AIM companies regardless.

The nominated adviser. Every AIM company must retain a nominated adviser, who assesses the board’s suitability at admission and keeps an eye on governance afterwards. In practice, the Nomad will want to see appropriately experienced NEDs and a credible finance director before admission.

Moving up. A company planning to move from AIM to the Main Market should build towards UK Code composition in advance: a larger independent group, fully independent committees and diversity data that will stand up in the first set of Listing Rule disclosures. Exec Capital’s AIM non-executive recruitment work often starts with exactly that gap analysis.

Board Composition for Different Business Models

The skills a listed company board needs are shaped by its business model, its regulatory environment and its strategic priorities. There is no single FTSE 350 board template; the best boards are those whose composition reflects what their particular business needs from oversight.

A listed retailer needs consumer market expertise, digital commercial experience, supply chain knowledge and an understanding of property. A listed financial services firm needs audit and risk governance expertise, FCA and PRA regulatory knowledge and financial reporting depth, and some of its NEDs will hold Senior Manager Functions requiring regulatory approval. A listed technology company needs product and engineering understanding, cyber security governance and experience of running businesses through rapid growth. The nominations committee’s job is to keep a composition that gives meaningful oversight of these specific areas rather than generic governance capability applied uniformly.

The chair plays a decisive role in shaping the board. A chair who is actively engaged in succession planning — with a clear view of what the board needs to develop and a personal stake in getting the appointment process right — produces stronger boards than one who treats composition as a compliance exercise.

Further Reading and Authoritative Sources

The UK Corporate Governance Code and the FRC’s accompanying guidance, including its Provision 29 material, are the primary references for listed company board construction. The FCA’s PS24/6 sets out the UK Listing Rules that took effect on 29 July 2024, including the corporate governance and diversity disclosures for commercial companies.

For diversity benchmarking, the FTSE Women Leaders Review tracks women on FTSE 350 boards and in leadership. Its February 2026 report found women held 43% of FTSE 350 board seats, but only 17% of chair roles, 8% of chief executive roles and 21% of finance director roles — which is why the “senior board position” target is often harder to meet than the 40% headline. The Parker Review tracks ethnic diversity: it set targets of at least one director from an ethnic minority background on every FTSE 100 board by the end of 2021 and every FTSE 250 board by the end of 2024, and asked FTSE 350 companies to set targets for ethnic diversity in senior management for the end of 2027.

For AIM companies, the Quoted Companies Alliance Corporate Governance Code (2023) is the usual reference point. Investors’ and proxy advisers’ own voting guidelines on board composition also shape outcomes on director elections at AGMs, and nominations committees should check them each season.

Frequently asked questions

How many independent NEDs does a UK listed company need?

Under the UK Corporate Governance Code, at least half the board, excluding the chair, should be independent non-executive directors. It is comply-or-explain, so a company can depart from it with a clear explanation. AIM companies following the 2023 QCA Code are expected to have at least half the board independent, with a minimum of two independent NEDs.

What are the board diversity targets in the UK Listing Rules?

At least 40% women on the board, at least one woman in a senior board position (chair, chief executive, CFO or SID), and at least one director from a minority ethnic background. Companies report against them on a comply-or-explain basis and publish standardised tables on board and executive management diversity.

Does a NED stop being independent after nine years?

Not automatically. Serving more than nine years is a factor the Code says is likely to impair independence, so the board must explain why it still regards the director as independent. Investors scrutinise those explanations closely, and most boards plan succession before the nine-year point.

What does Provision 29 mean for the board?

For financial years beginning on or after 1 January 2026, the board must declare in the annual report whether the company’s material controls were effective at the balance sheet date. It increases the importance of audit committee members with controls, assurance and technology risk experience.

How early should NEDs be appointed before an IPO?

Early enough to understand the business before they sign off the prospectus and the first annual report — in practice, the chair and audit committee chair should be among the first appointments in the IPO timetable, with the rest of the independent group following before the board is presented to investors.

Do AIM companies have to follow the UK Corporate Governance Code?

No. AIM Rule 26 requires them to adopt a recognised governance code and explain how they apply it. Most use the QCA Code, though some larger AIM companies choose the UK Code, particularly if they plan to move to the Main Market.