Please verify you’re human to continue.
UK Corporate Governance Code 2024: Board Implementation Pack
Provision 29 | Malus/Clawback | Audit Reform | FTSE 350 | AIM Premium
The 2024 Code’s Provision 29 internal controls declaration applies for financial years beginning on or after 1 January 2026. FTSE 350 and premium AIM boards must have their implementation framework in place now.
What This Pack Contains
- Full Provision 29 implementation framework — scoping, design, testing, declaration
- Board internal controls declaration template (ready to include in Annual Report)
- Malus and clawback disclosure requirements under the 2024 Code
- Audit Committee terms of reference update checklist
- 2024 Code compliance gap assessment tool
- Implementation timeline and workplan
- 10 board questions for the 2024 Code
The 2024 Code: Key Changes
| Provision | Change | When It Applies |
|---|---|---|
| Provision 29 | Board must make a declaration in the Annual Report on the effectiveness of the material controls framework. | FY beginning on/after 1 Jan 2026 |
| Provision 40 | Malus and clawback provisions must be disclosed in more detail in the remuneration report. | FY beginning on/after 1 Jan 2025 |
| Provision 25 | Audit Committee must assess and report on the integrity of the Annual Report including sustainability information. | FY beginning on/after 1 Jan 2025 |
Provision 29: The Internal Controls Declaration
Provision 29 is the most operationally demanding change in the 2024 Code. It requires boards to make a declaration in the Annual Report on the effectiveness of the company’s material controls. The Declaration Must Cover:
- The nature of the material controls framework
- How the board has reviewed the effectiveness of material controls
- Whether any material weaknesses have been identified
- What actions have been taken to address weaknesses
- The board’s conclusion on the effectiveness of material controls as at the balance sheet date
10 Board Questions on the 2024 Code
- Has the board formally approved the scope of our material controls framework for Provision 29 purposes?
- What process does management follow to test the effectiveness of material controls, and when does the board receive the results?
- Has the Audit Committee reviewed the proposed Provision 29 declaration language for the upcoming Annual Report?
- Are there any known material weaknesses in our controls framework that may need to be disclosed under Provision 29?
- Has our remuneration report been updated to comply with the 2024 Code’s enhanced malus and clawback disclosure requirements?
- Have we applied, considered applying, or declined to apply malus or clawback provisions in the relevant period — and is this disclosed?
- Has the Audit Committee’s terms of reference been updated to reflect the 2024 Code’s requirements on sustainability reporting?
- How do we ensure our Annual Report is fair, balanced, and understandable — and is the Audit Committee satisfied with this assessment?
- Has our external auditor commented on our readiness for Provision 29?
- Have we reviewed how peer companies are approaching the Provision 29 declaration to ensure our approach is consistent with best practice?
This pack is included in the INFORMD Executive Team plan (£299/month) and available as a standalone download. Contact us for enterprise or multi-firm access.