'comply or explain' approach
The approach to be taken by listed companies regarding their compliance with corporate governance and the Combined Code (the Code) (paragraph 9.8.6R(5) and 9.8.6R(6), Listing Rules). The Listing Rules require a listed company (incorporated in the UK) to make a disclosure statement on corporate governance and the Code in its annual report and accounts.
Paragraph 9.8.6R of the Listing Rules requires a company to include:
• A statement of how the company has applied the principles of Section 1 of the Code, in a manner that would enable shareholders to evaluate how they have been applied; and
• A statement of whether the company has complied throughout the accounting period with all relevant provisions of Section 1 of the Code, specifying which provisions have not been complied with, for what period and the reasons for non-compliance.
The corporate governance disclosure requirements set out in paragraph 9.8.6R are in addition to any other information required to be included in the company's annual report and accounts, whether by law, the Listing Rules or the Code.
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Practical Law Dictionary. Glossary of UK, US and international legal terms. . 2010.

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  • comply or explain approach — The approach to be taken by listed companies regarding their compliance with corporate governance and the Combined Code (the Code) (paragraph 9.8.6R(5) and 9.8.6R(6), Listing Rules). The Listing Rules require a listed company (incorporated in the …   Law dictionary

  • comply-or-explain approach — The approach to be taken by listed companies regarding their compliance with corporate governance and the Combined Code (the Code) (paragraph 9.8.6R(5) and 9.8.6R(6), Listing Rules). The Listing Rules require a listed company (incorporated in the …   Law dictionary

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  • Combined Code — The key source of corporate governance recommendations for UK listed companies. It is available on the website of the Financial Reporting Council. The Listing Rules require annual financial reports to state how the company has applied the… …   Law dictionary

  • UK Corporate Governance Code — The UK Corporate Governance Code 2010 (from here on referred to as the Code ) is a set of principles of good corporate governance aimed at companies listed on the London Stock Exchange. It is overseen by the Financial Reporting Council and its… …   Wikipedia

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