Annual Reporting for 2018/19
While changes to the legal and regulatory reporting requirements for the annual report are relatively light for 2018/19, the recent governance reforms have resulted in a vast number of new or revised guidance notes, reports and disclosure recommendations of which reporting teams should take account if they wish to reflect "market practice" in their reporting. With the 2018 UK Corporate Governance Code and legislative changes under the Miscellaneous Reporting Regulations now in final form, there is also an opportunity to consider a style of reporting that is more closely aligned to the requirements that will be mandatory when reporting in 2020, particularly in relation to section 172 reporting and the disclosure of CEO pay ratios.
Key issues for consideration
In particular, reporting teams should consider:
- the FRC's latest observations and expectations following its most recent review of corporate reporting;
- the FRC's revised "Guidance on the Strategic Report" with its sharper focus on value generation and preservation and guidance on non-financial information and section 172 reporting;
- the FRC Financial Reporting Lab's recent work on business models, risk and viability reporting and performance metrics;
- the developments in section 172 reporting, stakeholder engagement and associated guidance;
- the developments in governance, the future impact of the 2018 UK Corporate Governance Code and Guidance on Board Effectiveness;
- board and senior management diversity reporting in light of the latest findings of the FRC and the various diversity review committees;
- the impact of the 2018 UK Corporate Governance Code and future legislative changes on new Remuneration Policies to be put to shareholders in 2019;
- the developments in remuneration reporting driven by the Miscellaneous Reporting Regulations and updated GC100 Remuneration Guidance;
- reporting on the impact of climate change and its associated risks and opportunities in response to heightened investor interest;
- the impact of the 2018 UK Corporate Governance Code on the business of, and results following, the 2019 AGM; and
- the latest developments in relation to the Investment Association's register of significant dissent and areas of possible investor challenge in 2019.
Company Secretary's Checklist
To support main market listed companies in the preparation of their annual reports, AG Governance & Compliance has once again published its annual "Company Secretary's Checklist: The annual report of a listed company 2018/19".
Drafted from the perspective of a UK incorporated company with a premium listing on the Main Market and with a 31 December financial year end, the Checklist includes all mandatory reporting disclosures, highlights where the requirements have changed since last year and sets out what companies will need to do differently in order to be compliant this reporting season. As in previous years, the Checklist also provides coverage of "best practice" guidance. In particular, the strategic report requirements are accompanied by extracts from the FRC's revised Guidance on the Strategic Report as well as extracts from the Investment Association's guidance on long-term reporting. Key elements of the GC100 and Investor Group's guidance on remuneration are summarised and, for ease of reference, located alongside the statutory requirements to which they relate.
For early adopters, the document highlights key differences between the current UK Corporate Governance Code and the new version that will apply to financial years beginning on or after 1 January 2019 and also highlights the GC100's thoughts on the forthcoming remuneration-related changes under the Miscellaneous Reporting Regulations.
The Checklist also provides a step-by-step guide to assist companies with finalising and publishing an annual report as well as preparing for an AGM in 2019.
£1,750 (plus VAT)