英国のコーポレートガバナンス・コード及びスチュワードシップ・コードの改訂の背景・内容とわが国への示唆

抄録

The UK Corporate Governance regulations have changed considerably. First, the UK Corporate Governance Code was revised in July 2018. Second, the Kingman Review was published in December 2018, in which the FRC (Financial Reporting Council) was criticised, and it also included criticism of the operational evaluation of the UK Stewardship Code. Third, the revised UK Stewardship Code was proposed in January 2019. Based on the changes in the UK Corporate Governance Code and the Kingman Review, numerous major changes were proposed. Based on abundant public information, this study organises and analyses the history, contents, and reaction of corporations and institutional investors, concerning the revised UK Corporate Governance Code and proposed revision of the UK Stewardship Code. Using these thick description, implications for Japan are suggested, including whether the sustainable value for society should be included in the purpose of stewardship, who should evaluate the stewardship activities by institutional investors and how this should be done, and whether Japan’s Stewardship Code should include the concept of ‘Apply and Explain’, which was proposed in the revised UK Stewardship Code.