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Understanding corporate governance codes in the UK and Europe.

Strong corporate governance isn’t just about compliance, it’s the foundation for building trust, driving sustainable growth, and withstanding regulatory scrutiny. Across Europe, corporate governance codes have evolved to provide structured principles for companies to follow, balancing shareholder expectations with broader stakeholder accountability.

But while governance codes set the framework, achieving assurance around internal controls and risk management is where many organisations struggle.

In this guide, we explore key corporate governance codes across the UK and EU, highlight their variations, and explain how modern risk and controls management solutions like Protecht can help your board meet obligations with confidence.

Preparing for Provision 29 of the UK Corporate Governance Code? Download our checklist now:

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What are corporate governance codes?

Corporate governance codes establish voluntary, principles-based standards to promote accountability, transparency, and ethical leadership within organisations. They outline expectations on board structure, risk oversight, executive remuneration, internal controls, and reporting.

A common feature across most codes is the 'comply or explain' principle: organisations are expected to follow governance recommendations or publicly justify deviations. This balances regulatory oversight with flexibility to tailor governance to specific business models.

Strong governance underpinned by effective internal controls doesn’t just satisfy regulators, it drives investor confidence, operational resilience, and sustainable business success.

Major corporate governance codes across Europe

United Kingdom: UK Corporate Governance Code

The UK’s Corporate Governance Code, overseen by the Financial Reporting Council (FRC), is among the most globally influential[1]. Key areas include:

  • Board leadership and effectiveness
  • Division of responsibilities between chair and CEO
  • Remuneration transparency
  • Risk management and internal controls
  • Annual board declarations on control effectiveness (including the new Provision 29)

Provision 29, taking effect for financial years starting from 1 January 2026, requires boards to provide a formal statement confirming the effectiveness of internal controls, raising the bar for board accountability and assurance.

Germany: German Corporate Governance Code

Germany’s code focuses on[2]:

  • A two-tier board structure (Management Board and Supervisory Board)
  • Shareholder rights protection
  • Transparency in financial reporting
  • Board independence and diversity

German governance also emphasises stakeholder engagement and long-term value creation, consistent with Europe’s shift toward sustainable corporate responsibility.

France: AFEP-MEDEF Code

The French code prioritises[3]:

  • A clear separation of executive and board oversight roles
  • Robust disclosure of executive remuneration
  • Independent director involvement
  • Commitments to diversity, ESG, and risk management

France’s governance model reflects the growing European focus on aligning business practices with environmental and social objectives.

How governance codes drive performance

Studies consistently link good governance to:

  • Improved investor confidence and market access
  • Reduced operational and compliance risks
  • Enhanced board effectiveness and accountability
  • Long-term value creation through sustainable decision-making

Real-world examples show that organisations proactively engaging with governance codes often experience stronger financial performance, reputational benefits, and regulatory resilience[4][5].

But governance only delivers these benefits when internal controls, risk management processes, and assurance activities are effectively embedded and evidenced.

Governance challenges across Europe

Despite their benefits, many organisations struggle with governance code implementation due to:

  • Fragmented, manual processes that hinder oversight
  • Difficulty linking controls to risks, policies, and obligations
  • Limited visibility over control effectiveness and assurance coverage
  • Inconsistent reporting, delaying board declarations and compliance

These challenges are especially pressing under evolving codes like the UK’s Provision 29, which demand real-time visibility and board-level confidence in internal controls.

Future trends in European corporate governance

The key expected trends in corporate governance in Europe include the following:

  • Sustainability & ESG integration
    Governance codes increasingly require companies to demonstrate environmental, social, and governance (ESG) alignment, ensuring long-term stakeholder value.
  • Technology & digital governance
    Digital transformation is reshaping governance processes, with data-driven platforms enhancing risk oversight, control testing, and reporting.
  • Increased accountability
    Regulators, investors, and stakeholders are demanding clearer board accountability for risk and control effectiveness, exemplified by the UK’s Provision 29.
  • Stakeholder-centric governance
    There’s a growing emphasis on balancing shareholder returns with broader social responsibilities, requiring boards to adopt more holistic governance approaches.

How Protecht helps meet governance expectations

Protecht simplifies governance code compliance by providing a unified platform for risk, controls, and assurance, aligned to global frameworks like ISO 31000, COSO, and evolving requirements such as the UK Corporate Governance Code’s Provision 29.

With Protecht, you can:

  • Document all material controls with consistent attributes, linked to principal risks and policies
  • Map assurance responsibilities across the three lines of defence, eliminating duplication
  • Schedule control testing, evidence collection, and real-time monitoring
  • Provide board-ready dashboards showing control effectiveness, assurance coverage, and open issues
  • Maintain a single source of truth for risks, controls, incidents, and obligations

Conclusions and next steps for your organisation

Corporate governance codes are evolving to meet rising expectations on accountability, sustainability, and resilience. But governance frameworks are only as effective as the risk and control processes underpinning them.

Whether your organisation operates in the UK, Europe, or globally, aligning to governance codes and evidencing control effectiveness requires structured, integrated systems.

Protecht gives your board the tested controls, mapped risks, and real-time insights needed to meet obligations confidently, including Provision 29’s internal control declaration.

Need to evidence internal control effectiveness for Provision 29? Request a demo of Protecht today:

 

References

[1] https://www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code

[2] https://www.dcgk.de/en/home.html

[3] https://afep.com/en/publications-en/le-code-afep-medef-revise-de-2018/

[4] https://link.springer.com/article/10.1057/s41310-023-00182-8

[5] https://pdfs.semanticscholar.org/4bbb/649b920160274e7feb76f446f175b3cd5b46.pdf

About the author

For over 20 years, Protecht has redefined the way people think about risk management with the most complete, cutting-edge and cost-effective solutions. We help companies increase performance and achieve strategic objectives through better understanding, monitoring and management of risk.