Comply or explain is a regulatory approach used in the
United Kingdom,
Germany, the
Netherlands and other countries in the field of corporate governance and financial supervision. Rather than setting out binding laws, government regulators (in the UK, the
Financial Reporting Council, in Germany, under the
Aktiengesetz) set out a code, which listed companies may either comply with, or if they do not comply, explain publicly why they do not. The
UK Corporate Governance Code, the German Corporate Governance Code (or Deutscher Corporate Governance Kodex) and the Dutch Corporate Governance Code 'Code Tabaksblat' () use this approach in setting minimum standards for companies in their
audit committees,
remuneration committees and recommendations for how good companies should divide authority on their boards.