1 THE STRATEGIC REPORT FREQUENTLY ASKED QUESTIONS NEXT
2 Revised requirements that affect the front end of companies annual reports became effective for accounting periods ending on or after 30 September Whilst the changes are most marked for quoted companies, all UKincorporated companies are affected to some extent. In discussing these new requirements with our clients, we have been asked many questions and have summarised the most frequently asked in this document. CONTENTS Scope Who should produce a strategic report? 1 Structure of the annual report and the strategic report 2 Content of the strategic report General 3 Content of the strategic report Large companies 5 Content of the strategic report Quoted companies 5 Implications for small companies 6 Signing the strategic report 7 Audit report, directors responsibilities and regulator powers 8 Filing the strategic report at companies house 8 Changes to the directors' report 9 Summary financial statements / stand-alone strategic report with supplementary material 10 Additional guidance 12 Future developments 12
3 THE STRATEGIC REPORT: FREQUENTLY ASKED QUESTIONS BDO LLP 1 SCOPE WHO SHOULD PRODUCE A STRATEGIC MUST WE DO A STRATEGIC WE ARE A (NON-SMALL) SUBSIDIARY COMPANY/ INTERMEDIATE HOLDING COMPANY THAT IS INCLUDED IN THE CONSOLIDATED ACCOUNTS OF OUR PARENT. GIVEN THAT OUR PARENT IS PREPARING A STRATEGIC REPORT, MUST WE PREPARE ONE TOO? DOES A DORMANT COMPANY NEED TO PREPARE A STRATEGIC DOES A PARENT COMPANY NEED TO PREPARE A STRATEGIC REPORT FOR ITSELF AS WELL AS THE GROUP? ARE CHARITABLE COMPANIES REQUIRED TO PREPARE A STRATEGIC Small companies are exempt from the requirement to prepare a strategic report; all other UK-incorporated companies must include a strategic report in their annual report. A company that qualifies as small but which is excluded from the small companies regime by virtue of it being part of an ineligible group will also be eligible for the small companies strategic report exemption as long as it itself is not an ineligible company. Yes. All companies that are not eligible to take the small companies exemption must prepare a strategic report which complies with the law in its own right. It is not possible to rely on a reference to information outside of a company s annual report (eg: by cross-reference to the strategic report of a parent) in order to comply with the strategic report requirements. Similarly, it would not normally be possible to use the same strategic report wording in multiple group companies as the information will rarely be appropriate for the facts and circumstances of the individual company in question (eg: the principal risks of a non-trading 'Debtco' are likely to be different to those of a trading company located elsewhere in the group). There is no explicit dormant company exemption from the requirement to prepare a strategic report. This means that a dormant company must prepare a strategic report unless it can take advantage of the small companies exemption (See FAQ 25). As most non-small dormant companies will also be parent companies, FAQ 2 is also relevant. Not if it prepares consolidated accounts. Where a parent company prepares group accounts, the strategic report should describe the development, performance and position, and the principal risks, of the group as a single entity, taking into consideration all of the undertakings included in the consolidation. Transactions and events in the parent company, or any individual subsidiary, need only be discussed if they are material to the group as a whole. If the parent does not prepare consolidated accounts, the strategic report need only refer to matters in other group companies to the extent that they affect the parent as an individual company. Yes. Charitable companies must comply with the strategic report requirements like any other company. Guidance on the application of the strategic report requirements in the context of a charitable company can be found on the Charities Commission website.
4 2 BDO LLP THE STRATEGIC REPORT: FREQUENTLY ASKED QUESTIONS STRUCTURE OF THE ANNUAL REPORT AND THE STRATEGIC REPORT SHOULD 11. WHEN IS AN LLP REQUIRED TO PREPARE A STRATEGIC WHAT COMES FIRST IN THE ANNUAL REPORT, THE DIRECTORS REPORT OR THE STRATEGIC CAN THE STRATEGIC REPORT BE INCLUDED AS PART OF THE DIRECTORS CAN WE CALL THE STRATEGIC REPORT SOMETHING ELSE (EG: THE STRATEGIC REVIEW)? THE CHAIRMAN S STATEMENT, CEO S STATEMENT, FINANCIAL REVIEW/CFO S REPORT, ETC BE INCLUDED IN THE STRATEGIC DRAFTING THE STRATEGIC REPORT, MUST WE USE THE HEADINGS IN THE COMPANIES ACT 2006 (THE ACT) (EG: BUSINESS REVIEW, PRINCIPAL RISKS AND UNCERTAINTIES, KEY PERFORMANCE INDICATORS, ETC) OR CAN WE DEVIATE FROM THEM? No. There is no statutory requirement for an LLP to prepare a strategic report. In addition, the LLP SORP includes no similar disclosure requirements in respect of the members report. Nothing in the Companies Act 2006 (the Act), accounting standards or other regulations mandates an order in which the different parts of the annual report should be presented. However, as the strategic report is intended to include the information necessary for an understanding of the development, performance and position of the business, and of the principal risks it faces, it would generally be appropriate to present it at the front of the annual report. The FRC s Guidance on the Strategic Report suggests that the directors report could be positioned at the back of the annual report on the basis that it now comprises generally more granular information which is not considered by the directors to be of strategic importance to the business. No. The strategic report is a separate report from the directors report. No. Section 414A of the Act requires the directors to prepare a strategic report. There is no provision that allows an alternative name to be given to this part of the annual report. If information contained in these sections of the annual report is necessary to meet the strategic report disclosure requirements, they should be included in the strategic report. Conversely, if the information is not required to meet the strategic report disclosure requirements, they need not be included in the strategic report. In this latter case, directors should consider whether it is necessary and/or appropriate to include these sections in the annual report at all. Although such sections are commonly included in an annual report, there is no legal or regulatory requirement to present a CEO s statement, a financial review/cfo s report or any other section written by/attributed to individuals. Similarly, although the UK Corporate Governance Code encourages chairmen to report personally on how the principles relating to the role and effectiveness of the board have been applied, there is no requirement to present a broader chairman s statement. The strategic report may, however, include different subsections if that is the best way to communicate the required information concisely and clearly. The Act sets out the information that should be contained in the strategic report, not how it should be structured or presented. The strategic report should be written in the way that most effectively communicates the important aspects of information being disclosed, including relative importance and inter-dependencies. Whilst this will sometimes be achieved through discrete sections and subheadings, often it will not. The FRC s Guidance on the Strategic Report provides guidance not only on the required content of a strategic report but also on the way in which it might be written.
5 THE STRATEGIC REPORT: FREQUENTLY ASKED QUESTIONS BDO LLP CAN THE STRATEGIC REPORT BE A LIST OF CROSS- REFERENCES TO OTHER PARTS OF THE ANNUAL REPORT RATHER THAN A SINGLE DISCRETE When the requirements were drafted, it was envisaged that the strategic report will be a single discrete report, perhaps with a small amount of cross-referencing where directors feel it appropriate to present a specific disclosure along with other related information that is included in a different section of the annual report (eg: a quoted company may choose to fulfil the quantitative gender diversity disclosure requirement by cross-reference to a table in the boardroom diversity information in the nominations committee section of its corporate governance statement). Where the chosen structure of the annual report results in the strategic report disclosures being dispersed more widely, the directors would need to develop a mechanism to enable them to show what is and is not considered part of the strategic report (eg: clear and specific cross-referencing) and a way to enable them to meet the requirement to sign the strategic report (See FAQ 30). CONTENT OF THE STRATEGIC REPORT GENERAL 13. WHAT INFORMATION MUST A STRATEGIC REPORT INCLUDE? All strategic reports must include: A fair review of the company s business; and A description of the principal risks and uncertainties facing the company. The review of the business must be a balanced and comprehensive analysis of the development and performance of the company s business during the financial year, and the position of the company s business at the end of that year. The review must be consistent with the size and complexity of the business. To the extent necessary for an understanding of the development, performance or position of the company s business, the review should include analysis using financial key performance indicators. Where appropriate the review should include references to, and additional explanations of, amounts included in the company s annual accounts. Note, there are additional requirements for large companies (See FAQ 21) and quoted companies (See FAQ 23). 14. DO WE NEED TO DISCLOSE THE COMPANY S PRINCIPAL ACTIVITY? This directors report disclosure was removed as it was considered to be a duplication of the strategic report requirement to describe the company s business model. However, only quoted companies are required to describe their business model in their strategic report (See FAQ 23). In practice, however, it is difficult to envisage how a company could adequately meet the strategic report disclosure requirements described in FAQ 13 without also providing some description of what the business does and why. It should also be noted that, for companies reporting under International Financial Reporting Standards (IFRSs), IAS 1 requires a description of the nature of the entity s operations and its principal activities in the financial statements if it is not disclosed elsewhere in the annual report.
6 4 BDO LLP THE STRATEGIC REPORT: FREQUENTLY ASKED QUESTIONS 15. CAN WE STILL INCLUDE THE PRINCIPAL RISKS IN THE DIRECTORS REPORT RATHER THAN THE STRATEGIC No. Principal risks are a required disclosure for the strategic report. Whilst there is an option to up-grade disclosures from the directors report to the strategic report (See FAQ 44), there is no similar option to down-grade strategic report disclosures to the directors report. 16. WE 17. HAVE INCLUDED A SECTION IN OUR STRATEGIC REPORT WHICH LISTS OUR KEY PERFORMANCE INDICATORS, IS THIS SUFFICIENT TO COVER THE REQUIREMENTS? LARGE COMPANIES ARE REQUIRED, IN SOME CIRCUMSTANCES, TO MAKE REFERENCE TO NON-FINANCIAL KEY PERFORMANCE INDICATORS (SEE FAQ 21). GIVEN THAT WE ARE A MEDIUM-SIZED COMPANY, CAN WE AVOID DISCLOSING THESE NON- FINANCIAL PERFORMANCE MEASURES? No. The Act requires, to the extent necessary for an understanding of the development, performance or position of the business, analysis using Key Performance Indicators (KPIs). Simply identifying KPIs does not constitute analysis. In order to properly comply with this requirement, the KPIs should generally be embedded into the discussion of the development, performance and position of the company and may also be included in the description of the principal risk and uncertainties. Yes. There is no requirement for a medium-sized company to include analysis using nonfinancial KPIs. However, in cases where a matter to which a non-financial KPI relates has materially affected the company s development, performance or position, directors will need to consider how they can meet the disclosure requirements described in FAQ 13 without making explicit reference to those non-financial KPIs. 18. QUOTED COMPANIES ARE REQUIRED TO INCLUDE SOME ADDITIONAL INFORMATION ON SUBJECTS LIKE HUMAN RIGHTS AND THE ENVIRONMENT (SEE FAQ 23). GIVEN THAT WE ARE NOT A QUOTED COMPANY, CAN WE AVOID TOUCHING ON THOSE SUBJECTS IN OUR STRATEGIC To an extent, perhaps. There is no explicit requirement for a non-quoted company to include information on environmental, employee or social, community and human rights matters in the strategic report. However, in cases where such matters have had a material effect on the company s development, performance or position, or where the company is facing principal risks or uncertainties relating to them, non-quoted companies will need to make reference to these matters when meeting the disclosure requirements described in FAQ 13. Note that companies with over 250 employees will still be required to include some disclosures in respect of their employment policies in their directors' report. 19. CAN WE INCLUDE A HIGH LEVEL SUMMARY OF BUSINESS PERFORMANCE AND STRATEGY IN THE STRATEGIC REPORT AND MORE DETAIL SOMEWHERE ELSE IN THE ANNUAL REPORT (EG: IN A BUSINESS REVIEW SECTION OF THE DIRECTORS REPORT)? No. All of the information that is required to meet the strategic report disclosure requirements that apply to the company must be included in the strategic report, either directly or by clear and specific cross-reference. A strategic report cannot be just a summary of the information that is required by the Act. Whilst it is acceptable to include information that is over and above that needed to comply with the strategic report requirements in the annual report, directors should consider whether the inclusion of that information is necessary (eg: to comply with another law or regulation or because it is commercially desirable) or whether it could be disclosed elsewhere, such as on the company s website.
7 THE STRATEGIC REPORT: FREQUENTLY ASKED QUESTIONS BDO LLP 5 20.WHAT IS THE SAFE HARBOUR CLAUSE? Section 463 of the Act provides directors with a degree of certainty regarding their liability for statements made in specified parts of the annual report and, as such, it is considered a valuable protection for them. It states that a director is liable to compensate the company if it suffers any loss as the result of any untrue or misleading statement in (or any omission from) the directors report, the directors remuneration report or the strategic report. It also states that, except in respect of liability for civil penalty (eg: market abuse) or criminal offence, the director can be liable to the company and no one else and that he will only be liable if he knew the statement was (or if he was reckless as to whether it was) untrue or misleading or if he knew the omission was a dishonest concealment of a material fact. This protection is sometimes known as safe harbour. In order to benefit from this protection, it is generally accepted that directors should ensure that information is included within one of the three specified reports, either directly or via a specific cross-reference. As the exact scope and extent of the protection (including whether it extends to information included in a report on a voluntary basis) has not been tested in court, directors may wish seek appropriate legal advice in order to clarify their own specific position. 21. WHAT CONTENT OF THE STRATEGIC REPORT LARGE COMPANIES ADDITIONAL STRATEGIC REPORT DISCLOSURE REQUIREMENTS ARE THERE FOR LARGE COMPANIES? In addition to the general strategic report requirements described in FAQ 13, large companies must also, to the extent necessary for an understanding of the company s development, performance or position, include analysis using non-financial KPIs. CONTENT OF THE STRATEGIC REPORT QUOTED COMPANIES COMPANIES MUST MEET SEVERAL 22.QUOTED ADDITIONAL DISCLOSURE REQUIREMENTS. WHAT IS A QUOTED COMPANY? The term quoted company is defined in s385 of the Act as one whose equity share capital: Has been included in the official list in accordance with the provisions of Part 6 of the Financial Services and Markets Act 2000, or Is officially listed in an EEA State, or Is admitted to dealing on either the New York Stock Exchange or the exchange known as Nasdaq. The term company here refers to a UK-incorporated company. An AIM-listed company is not a quoted company.
8 6 BDO LLP THE STRATEGIC REPORT: FREQUENTLY ASKED QUESTIONS 23.WHAT ADDITIONAL STRATEGIC REPORT DISCLOSURE REQUIREMENTS ARE THERE FOR QUOTED COMPANIES? In addition to the general (FAQ 13) and large-company (FAQ 21) strategic report requirements described above, the strategic report of a quoted company must also include: A description of their strategy and business model; To the extent necessary for an understanding of the company s development, performance or position, information on the main trends and factors likely to affect the future development, performance and position of the company s business; To the extent necessary for an understanding of the company s development, performance or position, information on employee, environmental and social, community and human rights matters; and A breakdown of employee numbers by gender and role. The description of employee, environmental and social, community and human rights matters should include information of the company s policies on those matters and the effectiveness of those policies. If the strategic report does not contain information on employee, environmental or social, community and human rights matters (because, for example, they are not considered necessary for an understanding of the company s development, performance or position) it must state which of those kinds of information it does not contain. OF THE ADDITIONAL DISCLOSURES FOR QUOTED 24.WHICH COMPANIES MENTIONED IN FAQ 23 ARE NEW? Only the gender diversity disclosures and an explicit requirement to consider disclosures in respect of human rights are new. Whilst the requirements to describe the company s business model and strategy are new to the Act, they have been included in the UK Corporate Governance Code (the Code), with effect from period beginning on or after 29 June Provision C.1.2 of the Code requires that directors "should include in the annual report an explanation of the basis on which the company generates or preserves value over the longer term (the business model) and the strategy for delivering the objectives of the company. IMPLICATIONS FOR SMALL COMPANIES 25.WE ARE A SMALL COMPANY, DO WE NEED TO PREPARE A STRATEGIC No. Small companies (and those that would be small were they not part of an ineligible group) are not required to prepare a strategic report. 26.WE ARE AN INTERMEDIATE HOLDING COMPANY THAT HAS NO EMPLOYEES AND NO TURNOVER, CAN WE TAKE THE SMALL COMPANIES STRATEGIC REPORT EXEMPTION? A parent company can only qualify as small if the group headed by it also meets the qualification (size) conditions set out in s383 of the Act. Whether or not the parent prepares consolidated accounts is irrelevant for this purpose. A company that qualifies as small but which is excluded from the small companies regime by virtue of it being part of an ineligible group (as defined in s384 of the Act) will still be eligible for the small companies strategic report exemption as long as it itself is not an ineligible company. FAQ 2 is also relevant.
9 THE STRATEGIC REPORT: FREQUENTLY ASKED QUESTIONS BDO LLP WE ARE A SMALL COMPANY, DO WE NEED TO DISCLOSE THE FACT THAT WE HAVE TAKEN THE EXEMPTION FROM PREPARING A STRATEGIC No. There is no need to disclose that the small companies strategic report exemption has been taken. 28.WE ARE A SMALL COMPANY, DO WE STILL NEED A DIRECTORS Yes. Whilst there is a small company exemption for the strategic report, there is no small company exemption from preparing a directors report. Other than the removal of some disclosure requirements (See FAQ 43), there are no other changes to the Act's requirements in respect of the directors report of small companies. 29.WE ARE A SMALL COMPANY THAT HAS TAKEN THE STRATEGIC REPORT EXEMPTION, DO WE NEED TO DISCLOSE OUR PRINCIPAL ACTIVITY? As noted in FAQ 14, the requirement to disclose a company s principal activity has been removed for all companies not reporting under IFRSs. However, a brief description of what the company does would be considered best practice. For a company that does not prepare a strategic report, this disclosure would normally be included in the directors report. SIGNING THE STRATEGIC REPORT THE STRATEGIC REPORT NEED SIGNING? 30.DOES Yes. Like the directors report, the strategic report needs to be approved by the board and signed on its behalf by a director or the company secretary. 31. IS IT OK IF THE CEO SIGNS THE STRATEGIC Yes. The strategic report can be signed by any current director or by the company secretary. However, the signature block must make clear that the strategic report has been approved by the board and signed on its behalf by whoever signs it. 32. DOES THE PERSON WHO SIGNS THE DIRECTORS REPORT ALSO HAVE TO SIGN THE STRATEGIC No. The two reports may be signed by different people, as long as they are either a current director or the company secretary. IT MATTER WHERE THE SIGNATURE IS LOCATED? 33.DOES No. However, to the extent that the strategic report is not top and tailed by a title and a signature, it is important that its boundaries, and thus information that the explicit board approval covers, is clear.
10 8 BDO LLP THE STRATEGIC REPORT: FREQUENTLY ASKED QUESTIONS AUDIT REPORT, DIRECTORS RESPONSIBILITIES AND REGULATOR POWERS ARE THE AUDITOR'S RESPONSIBILITIES 34.WHAT REGARDING THE STRATEGIC The Act requires the auditor to state in his report whether the strategic report is consistent with the financial statements. This is the same statutory reporting responsibility as that which applies to the directors report. 35.DO THE STRATEGIC REPORT REQUIREMENTS AFFECT THE AUDIT REPORT OF LARGE AND MEDIUM-SIZED COMPANIES? Yes. The strategic report must now be included in the Opinion on other matters prescribed by the Companies Act 2006 paragraph as follows: In our opinion the information given in the strategic report and directors report for the financial year DO THE STRATEGIC REPORT REQUIREMENTS AFFECT THE AUDIT REPORT OF SMALL COMPANIES? Yes. Where a small company takes advantage of the small companies exemption from preparing the strategic report, a reference to it must be included in the Matters on which we are required to report by exception paragraph as follows: The directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies exemption in preparing the directors report and take advantage of the small companies exemption from the requirement to prepare a strategic report. Where a small company includes a strategic report in its annual report voluntarily, the wording in the Opinion on other matters prescribed by the Companies Act 2006 paragraph should be amended as set out in FAQ DO THE STRATEGIC REPORT REQUIREMENTS AFFECT THE DIRECTORS' STATEMENT OF RESPONSIBILITIES? Potentially. Where a strategic report is included in the annual report, a reference to it should be added to the opening paragraph of the statement of responsibilities if the statement refers to the directors report rather than to the annual report: The directors are responsible for preparing the [director s report and strategic report/annual report] and the financial statements in accordance with applicable law and regulations. THE FINANCIAL REPORTING REVIEW 38.DOES PANEL (FRRP) LOOK AT THE STRATEGIC Yes. In its 2013 Corporate Reporting Review Annual Report, the FRC noted that the Conduct Committee (which oversees the FRRP) will be responsible for enforcing compliance with these requirements and will focus on the quality of significant disclosures in the strategic report. FILING THE STRATEGIC REPORT AT COMPANIES HOUSE THE STRATEGIC REPORT NEED TO BE 39.DOES SUBMITTED TO COMPANIES HOUSE? A small company is not required to prepare a strategic report so need not include one in its Companies House filings, even if it prepares one voluntarily. Large and medium-sized companies must include the strategic report in their Companies House filings, even if they are a medium-sized company that has taken the option to file abbreviated accounts.
11 THE STRATEGIC REPORT: FREQUENTLY ASKED QUESTIONS BDO LLP 9 CHANGES TO THE DIRECTORS REPORT 40.WE ARE A LARGE/MEDIUM- SIZED COMPANY, DO WE STILL NEED A DIRECTORS Yes. A directors report and a strategic report are now required. 41. ARE WE STILL REQUIRED TO INCLUDE A BUSINESS REVIEW IN THE DIRECTORS No. The business review is no longer a required component of the directors report. All, of the disclosure requirements previously applicable to the business review, plus some new disclosures for quoted companies, now apply to the strategic report instead. 42.DO WE NEED TO CROSS- REFER TO THE STRATEGIC REPORT FROM THE DIRECTORS There is no need to include a general cross-reference to the strategic report in the directors report. However, when the option to up-grade directors report disclosures to the strategic report is taken (See FAQ 44), the directors report needs to include a statement identifying the disclosures that have been treated in this way. DISCLOSURES ARE NO LONGER REQUIRED IN THE 43.WHAT DIRECTORS In addition to moving the business review to the strategic report (See FAQ 41), other disclosures no longer required in the directors' report are: Information about any essential contractual or other arrangements, although disclosure of such contracts might be considered necessary in order to meet the strategic report disclosure requirements described in FAQ 13. Information about the principal activities of the company in the course of the year (See FAQ 14). Information about asset values. Information about charitable donations (The requirement to disclose information about political donations is unchanged). Information about the acquisition of own shares by a private company (The requirement to disclose information about the acquisition of own shares by a public company is unchanged). Information about the policy and practice of payment to creditors. IS STILL A DIRECTORS REPORT REQUIREMENT 44.THERE TO DISCLOSE AN INDICATION OF R&D ACTIVITIES, IF WE INCLUDE THAT IN THE STRATEGIC REPORT (EG: BECAUSE IT IS A STRATEGICALLY SIGNIFICANT PART OF OUR BUSINESS), DO WE HAVE TO DUPLICATE THE INFORMATION IN THE DIRECTORS No. The Act allows for the up-grade of directors report disclosures to the strategic report. When this option is taken, the directors report needs to include a statement identifying the disclosers that have been treated in this way. In addition to an indication of activities in the field of research and development, other directors report disclosure requirements that might be covered in the strategic report could typically include (but may not be limited to): Details of post balance sheet events; and An indication of likely future developments in the business.
12 10 BDO LLP THE STRATEGIC REPORT: FREQUENTLY ASKED QUESTIONS ANY NEW DISCLOSURE REQUIREMENTS BEEN 45.HAVE ADDED TO THE DIRECTORS Yes. Quoted companies are now required to include information on greenhouse gas emissions in their directors report. No additional disclosure requirements have been added for nonquoted companies. ARE THE NEW GREENHOUSE GAS 46.WHAT DISCLOSURES THAT QUOTED COMPANIES MUST PROVIDE? Quoted companies are required to disclose in their directors report: The annual quantity of emissions in tonnes of carbon dioxide equivalent from activities for which that company is responsible, including the combustion of fuel and the operation of any facility; and The annual quantity of emissions in tonnes of carbon dioxide equivalent resulting from the purchase of electricity, heat, steam or cooling by the company for its own use. The above is required only to the extent that it is practicable for the company to obtain the information in question but, where it is not practicable for the company to obtain some or all of that information, the report must state what information is not included and why. The directors report should also disclose: The period for which it is reporting the information above, if is different to the period in respect of which the directors report is prepared; The methodologies used to calculate the information above; and At least one ratio which expresses the company s annual emissions in relation to a quantifiable factor associated with the company s activities ( intensity ratio ). Comparative information is required except in the first year that the directors report contains the information required above. SUMMARY FINANCIAL STATEMENTS / STAND-ALONE STRATEGIC REPORT WITH SUPPLEMENTARY MATERIAL 47. IN PREVIOUS YEARS WE HAVE SENT OUR SHAREHOLDERS SUMMARY FINANCIAL STATEMENTS TOGETHER WITH SUMMARISED EXCERPTS FROM THE BUSINESS REVIEW INSTEAD OF THE FULL ANNUAL REPORT. WILL WE STILL BE ABLE TO DO THIS? No. The option to send shareholders summary financial statements has been replaced with a similar option, subject to certain conditions being met, to send to shareholders the strategic report and certain supplementary material (a Stand-alone Strategic Report with Supplementary Material). Where this option is taken, the full strategic report must be sent to shareholders (including sections of the annual report included in the strategic report by cross-reference) along with the supplementary material. It will not be possible to send a summarised version of the strategic report to shareholders in place of the full annual report (See FAQ 51). 48.IF WE OPT TO SEND THE STAND-ALONE STRATEGIC REPORT WITH SUPPLEMENTARY MATERIAL TO SHAREHOLDERS INSTEAD OF THE ANNUAL REPORT, MUST WE STILL INCLUDE SUMMARISED FINANCIAL STATEMENTS IN THE PACK? No. No formal financial information need be sent with the Stand-alone Strategic Report with Supplementary Material. However, a company may elect to voluntarily include such information in the pack if it wishes.
13 THE STRATEGIC REPORT: FREQUENTLY ASKED QUESTIONS BDO LLP WHAT IS THE SUPPLEMENTARY INFORMATION THAT WE MUST SEND WITH THE STRATEGIC REPORT IF WE TAKE THIS OPTION? The supplementary material includes: a statement that the strategic report is only part of the company s annual accounts and reports; how a person entitled to them can obtain a full copy of the company s annual accounts and reports; a statement as to whether the auditor s report on the annual accounts was unqualified or qualified and, if it was qualified, set the report out in full together with any further material needed to understand the qualification; a statement whether the auditor s statement under s496 of the Act (whether strategic report and directors report consistent with the accounts) was unqualified or qualified and, if it was qualified, set out the qualification statement in full together with any further material needed to understand the qualification; and in the case of a quoted company, a copy of that part of the directors remuneration report which sets out the single total figure table in respect of the company s directors. ARE THE AUDITORS RESPONSIBILITIES 50.WHAT REGARDING THE STAND- ALONE STRATEGIC REPORT WITH SUPPLEMENTARY MATERIAL? The Act does not require a statement by the company s auditor to be included with the Standalone Strategic Report and Supplementary Material. This is a change from the requirements that applied to the summary financial statements. 51. IS THERE AN ALTERNATIVE TO THE OPTION TO SEND THE STAND-ALONE STRATEGIC REPORT WITH SUPPLEMENTARY MATERIAL TO SHAREHOLDERS INSTEAD OF THE ANNUAL A non-statutory approach may be considered as an alternative to the statutory option to send the Stand-alone Strategic Report with Supplementary Material to shareholders instead of the annual report. This approach could allow a company to send more highly tailored information to different subsets of shareholder than is allowed under the statutory option (See FAQ 47). Where this non-statutory approach is taken, however, shareholders must also be sent one of the statutory reports (ie: either the Stand-alone Strategic Report with Supplementary Material or the full annual report). In certain circumstances, the statutory report can be sent to members electronically (eg: on a CD or DVD, by or through a link to the company s website) rather than in hard copy form.
14 12 BDO LLP THE STRATEGIC REPORT: FREQUENTLY ASKED QUESTIONS ADDITIONAL GUIDANCE 52.WILL THERE BE ANY ADDITIONAL GUIDANCE ON THE CONTENT AND STYLE OF THE STRATEGIC Yes. The Department for Business, Innovation and Skills (BIS) has asked the Financial Reporting Council (FRC) to produce guidance on the application of the strategic report requirements. Guidance on the Strategic Report was published in final form in June BDO has also prepared a practical guide which highlights some of the questions that directors should ask when gathering the information for the strategic report and seeks to help identify some of the linkages that may exist between the statutory disclosure requirements. 53.IS THERE ANY MORE GUIDANCE ON THE GREENHOUSE GAS EMISSIONS DISCLOSURES REQUIRED IN THE DIRECTORS REPORT OF QUOTED COMPANIES? Yes. The Department for Environment, Food and Rural Affairs (DEFRA) has published guidance on the application of the greenhouse gas disclosure requirements. FUTURE DEVELOPMENTS WE EXPECTING THESE REQUIREMENTS TO CHANGE 54.ARE AGAIN SOON? Revisions to the European Accounting Directives that were approved in April 2014 will affect the strategic report of larger quoted companies, although the extent to which they will be affected depends on how the European legislation is enacted in the UK. At the least, quoted companies with more than 500 employees are likely to have to include (to the extent it is necessary for an understanding of the development, performance or position of the company s business) information on anti-corruption and bribery matters in their strategic report. This is in addition to the information on environmental, employee, and social community and human rights issues already required. As well as the policies and effectiveness of those policies related to these matters, the strategic report is also likely to have to make reference to any due diligence processes and principal risks linked to them. Where the company does not pursue policies in respect of these matters, the strategic report is likely to need a clear and reasoned explanation for not doing so. These new requirements are likely to be effective within the next two years.
15 THE STRATEGIC REPORT: FREQUENTLY ASKED QUESTIONS BDO LLP 13
16 This publication has been carefully prepared, but it has been written in general terms and should be seen as broad guidance only. The publication cannot be relied upon to cover specific situations and you should not act, or refrain from acting, upon the information contained therein without obtaining specific professional advice. Please contact BDO LLP to discuss these matters in the context of your particular circumstances. BDO LLP, its partners, employees and agents do not accept or assume any liability or duty of care for any loss arising from any action taken or not taken by anyone in reliance on the information in this publication or for any decision based on it. BDO LLP, a UK limited liability partnership registered in England and Wales under number OC305127, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. A list of members' names is open to inspection at our registered office, 55 Baker Street, London W1U 7EU. BDO LLP is authorised and regulated by the Financial Conduct Authority to conduct investment business. BDO is the brand name of the BDO network and for each of the BDO Member Firms. BDO Northern Ireland, a partnership formed in and under the laws of Northern Ireland, is licensed to operate within the international BDO network of independent member firms. June 2014 BDO LLP. All rights reserved. HB06150
S T A T U T O R Y I N S T R U M E N T S 2013 No. 1970 COMPANIES The Companies Act 2006 (Strategic Report and Directors Report) Regulations 2013 Made - - - - 6th August 2013 Coming into force - - 1st October
DECEMBER 2013 THE STRATEGIC REPORT A PRACTICAL GUIDE 1 THE STRATEGIC REPORT A PRACTICAL GUIDE CONTENTS 1. Purpose and outline 2. Process - Context - Strategy - Performance 3. Review 4. Directors report
Guidance Accounting and Reporting Financial Reporting Council June 2014 Guidance on the Strategic Report The FRC is responsible for promoting high quality corporate governance and reporting to foster investment.
Guidance Audit and Assurance Financial Reporting Council April 2014 Bulletin 4: Recent Developments in Company Law, The Listing Rules and Auditing Standards that affect United Kingdom Auditor s Reports
Guidance note Contents list for the annual report of a UK company Contents: Introduction Annual report contents Narrative report January 2015 Introduction ICSA has produced this simple contents list for
Standard Audit and Assurance Financial Reporting Council June 2013 International Standard on Auditing (UK and Ireland) 700 The independent auditor s report on fi nancial statements The FRC is responsible
CHARITY SORP 2015 INTRODUCTION FOR LARGER CHARITIES AUGUST 2014 CHARITY SORP 2015 (FRS 102) 1 CHARITIES SORP 2015 (FRS 102) This briefing paper covers the main issues and changes relating to the new Statement
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