The postmortem on U.K. construction giant Carillion Plc is now well underway, with a U.K. parliamentary inquiry into the firm’s collapse holding hearings on Tuesday. One early conclusion should be clear: Britain’s corporate governance code has a fatal flaw, and the way it is applied may help to mask the errors and mismanagement that led to Carillion’s collapse.

This letter from Guy Jubb to the Financial Reporting Council (FRC) was submitted in response to its invitation to comment on proposed revisions to the UK Corporate Governance Code and concludes ‘…it is essential that over time the FRC and its leaders exhort boards, shareholders and voting advisory agencies to embrace the spirit of ‘comply or explain’ in fulfilling their respective responsibilities’.