The original proposals set out plans to increase the accountability of directors with a requirement to provide a specific statement on malus and clawback policies, remuneration disclosure rules which would have made companies report on how they withheld or recovered pay from directors for misconduct, misstatement of accounts, and other serious failings. It was the first time the Code had been reviewed since changes in 2018.

There was widespread consensus that companies needed to be more transparent about director accountability following a string of audit and accounting scandals at major listed companies including Carillion, Thomas Cook and Patisserie Valerie in recent years.