Strategic report must contain a fair review of the companys business and a balanced analysis of the development and performance of the business and its position at the end of the year.


Strategic report must describe the principal risks and uncertainties facing the company.


Strategic report must include analysis using key performance indicators, including financial and, where appropriate, non financial indicators relevant to the business.


Strategic report must include a description of the companys business model or cross reference to where it is described.


To the extent necessary for understanding, the strategic report must include information about environmental matters, including the impact of the companys business on the environment.


To the extent necessary for understanding, the strategic report must include information about the companys employees.


To the extent necessary for understanding, the strategic report must include information about social and community issues.


To the extent necessary for understanding, the strategic report must include information about respect for human rights.


To the extent necessary for understanding, the strategic report must include information about anti corruption and anti bribery matters.


Strategic report must include an indication of likely future development in the business of the company and its group.


Where group accounts are prepared, the strategic report must be a group strategic report covering the undertakings included in the consolidation.


Where non financial key performance indicators are included, the strategic report must provide information, to the extent necessary, for an understanding of the development, performance or position of the business.


Companies Act 2006 - Section 172 and stakeholder engagement

Annual report must include a statement describing how the directors have had regard to the matters set out in section 172(1) when promoting the success of the company.


Section 172 statement should identify the key stakeholder groups relevant to the companys long term success.


Section 172 statement should describe how the directors have engaged with employees, suppliers, customers and others, and how their interests have been considered.


Section 172 statement should provide examples of principal decisions taken by the Board and explain how section 172 factors were considered.


Companies Act 2006 - Non financial and sustainability information

Large public interest entities must include a clearly identified non financial and sustainability information statement in their strategic report or by cross reference.


The non financial and sustainability information statement must include a brief description of the companys business model or cross reference to it.


The statement must describe environmental policies pursued by the company, their outcomes, and principal related risks and risk management.


The statement must describe employee related policies, their outcomes, and principal related risks and risk management.


The statement must describe social and human rights policies, their outcomes, and principal related risks and risk management.


The statement must describe anti corruption and anti bribery policies, their outcomes, and principal related risks and risk management.


The statement must, to the extent necessary for understanding, include non financial key performance indicators relevant to the companys business.


Where the company does not pursue policies in relation to one or more of the required matters, the statement must provide a clear and reasoned explanation for not doing so.


Where appropriate, the statement must include a description of the companys due diligence processes in relation to the required matters.


The statement should indicate where in the strategic report each element of the required non financial information is located, if presented by cross reference.


Companies Act 2006 - Employee and stakeholder engagement

Directors report of a large company must describe how the directors have engaged with employees and taken account of their interests.


Directors report must describe how employee interests and matters in section 172 were considered in principal decisions.


Directors report of a large company must describe how the directors have had regard to the need to foster business relationships with suppliers, customers and others.


Directors report must describe how relationships with suppliers, customers and others and section 172 matters have been considered in principal decisions during the year.


Directors report must state the principal activities of the company during the year.


For quoted companies the business review is normally covered in the strategic report and must be clearly cross referenced from the directors report.


Directors report must give an indication of likely future developments in the business of the company.


Directors report must, where material, give particulars of activities in the field of research and development.


Directors report must give information about the existence of branches of the company outside the United Kingdom where relevant.


Directors report must disclose political donations and political expenditure made during the year, or state that there were none.


Directors report must list the directors in office during the year and up to the date of signing, including any changes.


For companies with share capital, the report must describe the structure of the share capital, including classes of shares, rights attaching to them and any restrictions on transfer or voting.


Directors report should disclose significant agreements that take effect, alter or terminate on a change of control following a takeover bid, and the effects of such agreements.

Companies Act and implementation of EU Takeovers Directive


Report must give particulars of acquisition of the companys own shares, including number and nominal value, and reasons for acquisitions.


Report must indicate if qualifying third party indemnity provisions are in force for the benefit of directors.


Directors report should highlight important events affecting the company which have occurred since the year end, where not otherwise disclosed in the notes.


Companies Act 2006 - Directors responsibilities statement

Annual report must include a statement that the directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.


Directors must state that the financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and group.


Directors must acknowledge responsibility for keeping adequate accounting records and for safeguarding the assets of the company and taking reasonable steps for the prevention and detection of fraud and other irregularities.


Directors must confirm that, to the best of their knowledge, the strategic report and the directors report include a fair review of the business and a description of the principal risks and uncertainties.


Directors must confirm that, as far as they are aware, there is no relevant audit information of which the auditors are unaware and that they have taken all steps to make themselves aware of any relevant audit information.


Companies Act 2006 - Directors remuneration disclosures

Remuneration report must include a single total figure table for each director summarising salary, benefits, bonus, long term incentives, pension and other items for the year.

Schedule 8, Large and Medium-sized Companies and Groups Regulations


Remuneration report must describe the performance measures and targets used in the annual bonus and long term incentive plans.


Remuneration report must summarise the directors remuneration policy, how it was implemented in the year, and any changes to policy.


Remuneration report must summarise key terms of directors service contracts, including notice periods and termination arrangements.


Remuneration report must disclose details of share options and other share based awards held by each director and movements during the year.


Remuneration report must show the relative importance of spend on pay compared to distributions such as dividends and share buybacks.


For relevant quoted companies, the remuneration report must disclose ratios comparing the CEOs total remuneration to selected employee percentiles.

Companies (Miscellaneous Reporting) Regulations 2018


Remuneration report must disclose the results of shareholder votes on remuneration resolutions and how the company responded to any significant dissent.


FCA Disclosure Guidance and Transparency Rules - DTR 4

Issuer must publish an annual financial report no later than four months after the end of each financial year.


Annual financial report must contain audited financial statements prepared in accordance with applicable accounting standards.


Annual financial report must contain a management report, which for a UK issuer will generally be the strategic report and directors report taken together.


Annual financial report must contain statements by the persons responsible confirming that the financial statements give a true and fair view and that the management report gives a fair review and describes principal risks and uncertainties.


FCA Disclosure Guidance and Transparency Rules - DTR 6

Annual financial report must be filed with the National Storage Mechanism in the required electronic format and remain publicly available for at least ten years.


Annual financial report must be prepared in the single electronic reporting format, normally XHTML with iXBRL tagging of the consolidated financial statements.


FCA Listing Rules - LR 9 continuing obligations

Company must include a statement of how it has applied the UK Corporate Governance Code and whether it has complied with all relevant provisions, and if not, explain non compliance.


Annual report must contain a corporate governance statement that covers governance structure, board committees, internal control and risk management systems in relation to financial reporting.


Where any interest has been capitalised by the group, the report must disclose the amount and the tax relief available.


Report must contain details of any long term incentive schemes required by LR 9.4, including those involving directors or senior managers.


Report must disclose details of any waiver of emoluments by a director and any agreement to waive future compensation.


Report must disclose arrangements under which shareholders have waived or agreed to waive current or future dividends.


Report must summarise outstanding options and similar rights over shares for directors and, where relevant, employees, including exercise prices and periods.


Report must disclose details of any contract of significance (other than contracts for the purchase of goods and services) subsisting during the year between the company or its subsidiaries and a director, or controlling shareholder.


Where shares have been allotted for cash other than to existing shareholders in proportion to their holdings, the report should disclose the reasons and effect.


Premium listed companies must include a statement in the annual report setting out whether climate related financial disclosures are consistent with TCFD recommendations and recommended disclosures, and if not, explain the reasons and any plans to align.


Board should establish the companys purpose, values and strategy and ensure that these and its culture are aligned, with explanation in the report.


Board should promote the long term sustainable success of the company, generating value for shareholders and contributing to wider society, and explain this in the report.


Annual report should describe how the Board has engaged with shareholders and other key stakeholders and how their interests and section 172 matters have been considered.


Company should adopt a method for workforce engagement with the Board and describe which method is used, why it was chosen and how effectively it operated.


Board should assess and monitor culture and report on how it has ensured that desired culture is reflected in policies, practices and behaviour.


Annual report should describe the clear division of responsibilities between Chair and Chief Executive and confirm that the roles are not combined.


Report should disclose Board composition and confirm that at least half the Board, excluding the Chair, are independent non executive directors, or explain any shortfall.


Report should identify the senior independent director and describe their role.


Report should explain how the Board has determined the independence of non executive directors, including any relationships or circumstances that might affect independence.


Report should describe the balance of skills, experience, independence and knowledge on the Board and its diversity, and how this supports the companys long term success.


Nomination committee report should describe the work of the committee, including Board appointments, succession planning and how diversity and inclusion are considered.


Report should describe the annual Board evaluation process, whether it was externally facilitated, key findings and actions taken.


Report should disclose the length of the Chairs tenure and explain any extension beyond nine years from first appointment to the Board.


Audit committee report should describe significant issues considered in relation to the financial statements and how these were addressed.


Audit committee report should describe how the committee has assessed the effectiveness and independence of the external auditor and its approach to the appointment and tendering of auditors.


Audit committee report should explain the policy on non audit services and how auditor independence is safeguarded.


Report should describe the role and effectiveness of internal audit, or explain why there is no internal audit function and how assurance is obtained instead.


Report should describe the companys risk management and internal control systems and confirm that the Board has carried out a review of their effectiveness.


Report should describe the principal risks facing the company, including those that could threaten its business model, future performance, solvency or liquidity, and explain how these risks are managed and the Boards risk appetite.


Report should provide a going concern statement and explain any material uncertainties related to going concern.


Report should include a statement on the Boards assessment of the companys prospects over an appropriate period, taking account of its current position and principal risks, including any qualifications or assumptions.


Remuneration report should explain how the remuneration policy supports the companys purpose, values and long term strategy.


Remuneration report should explain how the committee has taken into account workforce pay and conditions when setting directors remuneration.


Remuneration report should describe any malus and clawback provisions and circumstances in which they may be applied.


Remuneration report should set out minimum shareholding requirements for executive directors during and after employment.


Remuneration committee should disclose where it has exercised discretion or overridden formulaic outcomes and the reasons for doing so.


Remuneration report should describe how the company has engaged with shareholders and responded to significant votes against remuneration resolutions.


FRC Guidance on the Strategic Report and fair balanced understandable reporting

Strategic report and annual report as a whole should be fair, balanced and understandable, giving a comprehensive but concise narrative that is consistent with the financial statements.

FRC Guidance on the Strategic Report and UKCGC Provision 27


Report should clearly link business model, strategy, risks, KPIs, financial performance and remuneration so users can see how value is created and preserved.


Strategic report should be appropriately forward looking, discussing trends, uncertainties and how the company is positioned for the future, not only historical performance.


Strategic report should use clear language, define technical terms and acronyms, and be structured so that an informed but non expert reader can follow the story.


Strategic report is encouraged to use specific case studies to illustrate strategy in action, risk responses and stakeholder outcomes.


UK adopted IFRS - general disclosure requirements

Notes must include an explicit and unreserved statement that the consolidated financial statements comply with UK adopted International Financial Reporting Standards.


Notes must describe the basis of preparation and significant accounting policies, including measurement bases and consolidation basis.


Notes must disclose the basis of preparation on a going concern basis and any material uncertainties that may cast significant doubt on the entitys ability to continue as a going concern.


Notes must disclose the judgements management has made that have the most significant effect on the amounts recognised in the financial statements.


Notes must disclose information about key assumptions concerning the future and other major sources of estimation uncertainty that have a significant risk of resulting in material adjustments.


Entity must disclose information about operating segments, including segment profit or loss, assets and liabilities where reported internally, and reconciliations to group totals.


Notes must describe revenue recognition policies and provide disaggregation of revenue into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.


Notes must disclose categories of financial assets and liabilities, measurement bases and carrying amounts.


Notes must provide information about credit risk, expected credit loss measurement and changes in loss allowances.


Notes must provide information about leases, including right of use assets, lease liabilities, maturity analysis of lease liabilities and relevant expense items.


Notes must reconcile tax expense to accounting profit multiplied by the applicable tax rate and explain significant reconciling items.


Entity must disclose information that enables users to evaluate objectives, policies and processes for managing capital.


Notes must include a maturity analysis of financial liabilities and a description of how liquidity risk is managed.


Notes must provide information on exposure to market risks, such as interest rate and currency risk, and include sensitivity analyses where required.


Notes must disclose information on share capital, including number and class of shares, rights and restrictions, and movements in share capital and reserves.


Notes must disclose movements in provisions and provide information about contingent liabilities and contingent assets.


Notes must disclose relationships and transactions with related parties, including key management personnel compensation.


Notes must disclose material adjusting and non adjusting events after the reporting period and their financial effect.


Alternative Performance Measures guidance

Each alternative performance measure used must be clearly identified as such and labelled consistently across the report.


Each APM must be defined with enough detail to understand its components and calculation.


Each APM must be reconciled to the most directly comparable IFRS measure with a clear numerical bridge.


For each APM the report should explain why management believes the measure is useful to investors and how it is used internally.


Calculation of APMs should be consistent across periods. Any changes in definition or calculation must be disclosed and prior periods restated or explained.


APMs should not be presented with more prominence than measures derived from IFRS financial statements.


UK Market Abuse Regulation - context for annual report

Narrative and figures in the annual report must be consistent with previously announced inside information and regulatory disclosures, unless explained, so that the report does not create a misleading impression.


Annual report should not contain new inside information that ought to have been disclosed earlier under MAR, without a corresponding market announcement.


Report should describe Board oversight of climate related risks and opportunities, including frequency of discussion and committees involved.


Report should describe managements role in assessing and managing climate related risks and opportunities.


Report should describe climate related risks and opportunities the organisation has identified over the short, medium and long term.


Report should describe the impact of climate related risks and opportunities on the organisations businesses, strategy and financial planning.


Report should describe the resilience of the organisations strategy, taking into consideration different climate related scenarios, including a scenario that limits warming to well below 2 degrees.


Risk management - Identification and assessment

Report should describe processes used to identify and assess climate related risks and how these are integrated into the overall risk management framework.


Report should describe processes for managing climate related risks and how decisions are made about risk mitigation or acceptance.


Report should disclose Scope 1 and Scope 2 greenhouse gas emissions, and where appropriate Scope 3, and related risks.


Report should disclose metrics used to assess climate related risks and opportunities in line with strategy and risk management process.


Metrics and targets - Targets and performance

Report should disclose climate related targets the organisation uses and performance against those targets.


Large companies within scope must disclose their UK energy use in kWh for the reporting period.


Companies within scope must disclose associated greenhouse gas emissions in tonnes of CO2 equivalent.


Companies within scope must disclose at least one emissions intensity ratio appropriate to the business.


Companies within scope must describe principal energy efficiency measures taken in the reporting period.


Companies within scope must describe methodologies used to calculate energy use and emissions, for example protocols or standards applied.


Independent auditors report - presence and core content

Annual report must include an independent auditors report addressed to the members on the financial statements.


Auditors report must contain an opinion section that clearly states the auditors opinion on the financial statements.


Auditors report must state the basis for the opinion, including a statement that the audit was conducted in accordance with International Standards on Auditing (UK) and ethical requirements.


Material uncertainty related to going concern

Where a material uncertainty related to going concern exists, the auditors report must include a separate section drawing attention to the note in the financial statements and explaining the uncertainty.


For listed entities, auditors report must describe key audit matters, that is, those matters that, in the auditors professional judgement, were of most significance in the audit.


Auditors report must identify other information (such as the strategic report and directors report), explain management and auditor responsibilities for it, and state whether there are material inconsistencies or misstatements.


Responsibilities of directors and auditor

Auditors report must describe, often by reference to an Appendix or standard wording, the respective responsibilities of directors and auditor.


Report on other legal and regulatory requirements

Auditors report must contain a section reporting on other legal and regulatory requirements, including opinions on the consistency of the strategic report and directors report with the financial statements and on certain disclosures in the directors remuneration report.