LR 9.8 Annual 1financial report1

In addition to the requirements set out in DTR 4.1 a listed company1 must include in its annual financial report1, where applicable, the following:

1. (1)

   a statement of the amount of interest capitalised by the group during the period under review with an indication of the amount and treatment of any related tax relief;

2. (2)

   any information required by LR 9.2.18 R (Publication of unaudited financial information);

3. (3)

   [deleted]13

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4. (4)

   details of any long-term incentive schemes as required by LR 9.4.3 R;

5. (5)

   details of any arrangements under which a director of the company has waived or agreed to waive any emoluments from the company or any subsidiary undertaking;

6. (6)

   where a director has agreed to waive future emoluments, details of such waiver together with those relating to emoluments which were waived during the period under review;

7. (7)

   in the case of any allotment for cash of equity securities made during the period under review otherwise than to the holders of the company's equity shares in proportion to their holdings of such equity shares and which has not been specifically authorised by the company's shareholders:

   1. (a)

      the classes of shares allotted and for each class of shares, the number allotted, their aggregate nominal value and the consideration received by the company for the allotment;3

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   2. (b)

      the names of the allottees, if less than six in number, and in the case of six or more allottees a brief generic description of each new class of equity holder (e.g. holder of loan stock);

   3. (c)

      the market price of the allotted securities on the date on which the terms of the issue were fixed; and

   4. (d)

      the date on which the terms of the issue were fixed;

8. (8)

   the information required by paragraph (7) must be given for any unlisted major subsidiary undertaking of the company;

9. (9)

   where a listed company has listed shares in issue and is a subsidiary undertaking of another company, details of the participation by the parent undertaking in any placing made during the period under review;

10. (10)

    details of any contract of significance subsisting during the period under review:

    1. (a)

       to which the listed company, or one of its subsidiary undertakings, is a party and in which a director of the listed company is or was materially interested; and

    2. (b)

       between the listed company, or one of its subsidiary undertakings, and a controlling shareholder13;

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11. (11)

    details of any contract for the provision of services to the listed company or any of its subsidiary undertakings by a controlling shareholder13, subsisting during the period under review, unless:

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    1. (a)

       it is a contract for the provision of services which it is the principal business of the shareholder to provide; and

    2. (b)

       it is not a contract of significance;

12. (12)

    details of any arrangement under which a shareholder has waived or agreed to waive any dividends;

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13. (13)

    where a shareholder has agreed to waive future dividends, details of such waiver together with those relating to dividends which are payable during the period under review; and13

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14. (14)

    13a statement made by the board:

    1. (a)

       that the listed company has entered into any agreement required under LR 9.2.2ADR(1)17; or

    2. (b)

       where the listed company has not entered into an agreement required under LR 9.2.2ADR(1)17:

       1. (i)

          a statement that the FCA has been notified of that non-compliance in accordance with LR 9.2.23 R; and

       2. (ii)

          a brief description of the background to and reasons for failing to enter into the agreement that enables shareholders to evaluate the impact of non-compliance on the listed company; and

    3. (c)

       that:

       1. (i)

          the listed company has complied with the undertakings in LR 6.5.4R or LR 9.2.2ADR(1)17 during the period under review;

       2. (ii)

          so far as the listed company is aware, the undertakings in LR 6.5.4R or LR 9.2.2ADR(1)17 have been complied with during the period under review by the controlling shareholder or any of its associates; and

       3. (iii)

          so far as the listed company is aware, the procurement obligation (as set out in LR 6.5.5R(2)(a)17 or LR 9.2.2BR (2)(a)) included in any agreement entered into under LR 6.5.4R or LR 9.2.2ADR(1)17 has been complied with during the period under review by a controlling shareholder; or

    4. (d)

       where an undertaking in LR 6.5.4R or LR 9.2.2ADR(1)17 or a procurement obligation (as set out in LR 6.5.5R(2)(a)17 or LR 9.2.2BR (2)(a)) included in any agreement entered into under LR 6.5.4R or LR 9.2.2ADR(1)17 has not been complied with during the period under review:

       1. (i)

          a statement that the FCA has been notified of that non-compliance in accordance with LR 9.2.24 R; and

       2. (ii)

          a brief description of the background to and reasons for failing to comply with the relevant undertaking17 or procurement obligation that enables shareholders to evaluate the impact of non-compliance on the listed company.

13Where an independent director declines to support a statement made under LR 9.8.4R (14)(a) or (c), the statement must record this fact.

13The listed company's annual financial report must include the information required under LR 9.8.4 R in a single identifiable section, unless the annual financial report includes a cross reference table indicating where that information is set out.

In the case of a listed company incorporated in the United Kingdom, the following additional items must be included in its annual financial report1:

1. (1)

   a statement setting out all the interests (in respect of which transactions are notifiable to the company under article 19 of the Market Abuse Regulation16) 4of each person who is4 a3 director of the listed company as at the end of4 the period under review including:

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   1. (a)

      all changes in the interests of each director that have occurred between the end of the period under review and a date not more than 3one month prior to the date of the notice of the annual general meeting; or

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   2. (b)

      if there have been no changes in the period described in paragraph (a), a statement that there have been no changes in the interests of each director.4

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   Interests of each director includes the interests of connected persons of which the listed company is, or ought upon reasonable enquiry to become, aware.43

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2. (2)

   a statement showing the interests disclosed to the listed company in accordance with DTR 5 as at the end of the period under review and:10

   10
   1. (a)

      all interests disclosed to the listed company in accordance with DTR 5 that have occurred between the end of the period under review and a date not more than one month prior to the date of the notice of the annual general meeting; or10

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   2. (b)

      if no interests have been disclosed to the listed company in accordance with DTR 5 in the period described in (a), a statement that no changes have been disclosed to the listed company.10

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3. (3)

   statements by the directors on:15

   1. (a)

      the appropriateness of adopting the going concern basis of accounting (containing the information set out in Provision 3018 of the UK Corporate Governance Code); and 15

   2. (b)

      their assessment of the prospects of the company (containing the information set out in Provision 3118 of the UK Corporate Governance Code);15

   prepared in accordance with the ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’ published by the Financial Reporting Council in September 2014;15

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4. (4)

   a statement setting out:

   1. (a)

      details of any shareholders' authority for the purchase, by the listed company, of its own shares that is still valid at the end of the period under review;

   2. (b)

      in the case of purchases made otherwise than through the market or by tender to all shareholders, the names of sellers of such shares purchased, or proposed to be purchased, by the listed company during the period under review;

   3. (c)

      in the case of any purchases made otherwise than through the market or by tender or partial offer to all shareholders, or options or contracts to make such purchases, entered into since the end of the period covered by the report, information equivalent to that required under Part 26 of Schedule 7 to the Large & Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) (Disclosure required by company acquiring its own shares etc)6; and

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   4. (d)

      in the case of sales of treasury shares for cash made otherwise than through the market, or in connection with an employees' share scheme, or otherwise than pursuant to an opportunity which (so far as was practicable) was made available to all holders of the listed company's securities (or to all holders of a relevant class of its securities) on the same terms, particulars of the names of purchasers of such shares sold, or proposed to be sold, by the company during the period under review;

5. (5)

   a statement of how the listed company has applied the 18Principles set out in the UK Corporate Governance Code9, in a manner that would enable shareholders to evaluate how the principles have been applied;9

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6. (6)

   a statement as to whether the listed company has:

   1. (a)

      complied throughout the accounting period with all relevant provisions set out in the UK Corporate Governance Code;9 or

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   2. (b)

      not complied throughout the accounting period with all relevant provisions set out in the UK Corporate Governance Code 9and if so, setting out:

      9
      1. (i)

         those provisions, if any it has not complied with;

      2. (ii)

         in the case of provisions whose requirements are of a continuing nature, the period within which, if any, it did not comply with some or all of those provisions; and

      3. (iii)

         the company's reasons for non-compliance;20

7. (7)

   a report to the shareholders by the Board which contains the information12 set out in LR 9.8.8 R; 22

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8. (8)

   a statement setting out:20

   1. (a)

      whether the listed company has included in its annual financial report climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures;20

   2. (b)

      in cases where the listed company has: 20

      1. (i)

         made climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures, but has included some or all of these disclosures in a document other than the annual financial report:20

         1. (A)

            the recommendations and/or recommended disclosures for which it has included disclosures in that other document; 20

         2. (B)

            a description of that document and where it can be found; and20

         3. (C)

            the reasons for including the relevant disclosures in that document and not in the annual financial report; 20

      2. (ii)

         not included climate-related financial disclosures consistent with all of the TCFD Recommendations and Recommended Disclosures in either its annual financial report or other document as referred to in (i):20

         1. (A)

            the recommendations and/or recommended disclosures for which it has not included such disclosures; 20

         2. (B)

            the reasons for not including such disclosures; and20

         3. (C)

            any steps it is taking or plans to take in order to be able to make those disclosures in the future, and the timeframe within which it expects to be able to make those disclosures; and20

   3. (c)

      where in its annual financial report or (where appropriate) other document the climate-related financial disclosures referred to in (a) can be found;22

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9. (9)

   22a statement setting out:

   1. (a)

      whether the listed company has met the following targets on board diversity as at a chosen reference date within its accounting period:

      1. (i)

         at least 40% of the individuals on its board of directors are women;

      2. (ii)

         at least one of the following senior positions on its board of directors is held by a woman:

         1. (A)

            the chair;

         2. (B)

            the chief executive;

         3. (C)

            the senior independent director; or

         4. (D)

            the chief financial officer; and

      3. (iii)

         at least one individual on its board of directors is from a minority ethnic background;

   2. (b)

      in cases where the listed company has not met all of the targets in (a):

      1. (i)

         the targets it has not met; and

      2. (ii)

         the reasons for not meeting those targets;

   3. (c)

      the reference date used for the purposes of (a) and, where this is different from the reference date used for the purposes of reporting this information in respect of the previous accounting period, an explanation as to why; and

   4. (d)

      any changes to the board that have occurred between the reference date used for the purposes of (a) and the date on which the annual financial report is approved that have affected the listed company’s ability to meet one or more of the targets in (a);

10. (10)

    subject to LR 9.8.6GR, numerical data on the ethnic background and the gender identity or sex of the individuals on the listed company’s board and in its executive management as at the reference date used for the purposes of LR 9.8.6R(9)(a), which should be set out in the format of the tables contained in LR 9 Annex 2 and contain the information prescribed by those tables; and

11. (11)

    an explanation of the listed company’s approach to collecting the data used for the purposes of making the disclosures in LR 9.8.6 R(9) and (10).

22In relation to LR 9.8.6R(10), where individuals on a listed company’s board or in its executive management are situated overseas, and data protection laws in that jurisdiction prevent the collection or publication of some or all of the personal data required to be disclosed under that provision, then a listed company may instead explain the extent to which it is unable to make the relevant disclosures.

An overseas company with a premium listing7 must include 7in its annual report and accounts the information in LR 9.8.6R (5), LR 9.8.6R(6), LR 9.8.6R(8) to (11)22 and LR 9.8.8R.

1. (1)

   7An overseas company with a premium listing must comply with DTR 7.2 (Corporate governance statements)19 as if it were an issuer to which that section applies.

2. (2)

   An overseas company with a premium listing which complies with LR 9.8.7 R will be taken to satisfy the requirements of DTR 7.2.2 R and DTR 7.2.3 R, but 19must comply with all of the other requirements of DTR 7.2 as if it were an issuer to which that section applies.

The report to the shareholders by the Board required by LR 9.8.6R (7) must contain details of the unexpired term of any director’s service contract of a director proposed for election or re-election at the forthcoming annual general meeting, and, if any director proposed for election or re-election does not have a directors' service contract, a statement to that effect.12

A listed company must ensure that the auditors review each of the following before the annual report is published:

1. (1)

   LR 9.8.6R (3) (statements15 by the directors regarding15 going concern and longer-term viability15); and

2. (2)

   the parts of the statement required by LR 9.8.6R (6) (corporate governance) that relate to Provisions 6 and 24 to 2918 of the UK Corporate Governance Code.18

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Any strategic report with supplementary information provided to shareholders12 by a listed company as permitted under section 426 of 12the Companies Act 20066, must disclose:

1. (1)

   earnings per share; and

2. (2)

   the information required for a strategic report 12 set out in or under6 the Companies Act 20066 and the supplementary material required under section 426A of the Companies Act 200612.

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