29.8 |
Annual financial report |
||||
9.81 |
R |
[not used] |
|||
9.8.2 |
R |
[not used] |
|||
9.8.3 |
R |
[not used] |
|||
Information to be included in annual report and accounts |
|||||
9.8.4 |
R |
In addition to the requirements set out in DTR 4.1 a listed company must include in its annual financial report, where applicable, the following: |
|||
(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) |
any information required by LR 9.2.18 R (Publication of unaudited financial information); |
||||
(3) |
details of any small related party transaction as required by LR 11.1.10 R (2)(c); |
||||
(4) |
details of any long-term incentive schemes as required by LR 9.4.3 R; |
||||
(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) |
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) |
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'sequity shares in proportion to their holdings of such equity shares and which has not been specifically authorised by the company's shareholders: |
||||
(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; |
||||
(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); |
||||
(c) |
the market price of the allotted securities on the date on which the terms of the issue were fixed; and |
||||
(d) |
the date on which the terms of the issue were fixed; |
||||
(8) |
the information required by paragraph (7) must be given for any unlisted major subsidiary undertaking of the company; |
||||
(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) |
details of any contract of significance subsisting during the period under review: |
||||
(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 |
||||
(b) |
between the listed company, or one of its subsidiary undertakings, and a controlling shareholder; |
||||
(11) |
details of any contract for the provision of services to the listed company or any of its subsidiary undertakings by a controlling shareholder, subsisting during the period under review, unless: |
||||
(a) |
it is a contract for the provision of services which it is the principal business of the shareholder to provide; and |
||||
(b) |
it is not a contract of significance; |
||||
(12) |
details of any arrangement under which a shareholder has waived or agreed to waive any dividends; and |
||||
(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. |
||||
9.8.5 |
G |
A listed company need not include with the annual report and accounts details of waivers of dividends of less than 1% of the total value of any dividend provided that some payment has been made on each share of the relevant class during the relevant calendar year. |
|||
Additional information |
|||||
9.8.6 |
R |
In the case of a listed company incorporated in the United Kingdom, the following additional items must be included in its annual financial report: |
|||
(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 Regulation3) of each person who is a director of the listed company as at the end of the period under review including: |
||||
(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 one month prior to the date of the notice of the annual general meeting; or |
||||
(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; |
||||
Interests of each director include the interests of connected persons of which the listed company is, or ought upon reasonable enquiry to become, aware. |
|||||
(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: |
||||
(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; or |
||||
(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; |
||||
(3) |
a statement made by the directors that the business is a going concern, together with supporting assumptions or qualifications as necessary, that has been prepared in accordance with Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009, published by the Financial Reporting Council in October 2009; |
||||
(4) |
a statement setting out: |
||||
(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; |
||||
(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; |
||||
(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 2 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) ; and |
||||
(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'ssecurities (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) |
a statement of how the listed company has applied the Main Principles set out in the UK Corporate Governance Code, in a manner that would enable shareholders to evaluate how the principles have been applied; |
||||
(6) |
a statement as to whether the listed company has: |
||||
(a) |
complied throughout the accounting period with all relevant provisions set out in the UK Corporate Governance Code; or |
||||
(b) |
not complied throughout the accounting period with all relevant provisions set out in the UK Corporate Governance Code and if so, setting out: |
||||
(i) |
those provisions, if any it has not complied with; |
||||
(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 |
||||
(iii) |
the company's reasons for non-compliance; and |
||||
(7) |
a report to the shareholders by the Board which contains all the matters set out in LR 9.8.8 R. |
||||
9.8.6A |
G |
(1) |
The effect of LR 9.8.6 R (1) is that a listed company is required to set out a 'snapshot' of the total interests of a director and his or her connected persons, as at the end of the period under review (including certain information to update it as at a date not more than a month before the date of the notice of the annual general meeting). The interests that need to be set out are limited to those in respect of which transactions fall to be notified under the notification requirement for PDMRs in article 19 of the Market Abuse Regulation3. Persons who are directors during, but not at the end of, the period under review need not be included. |
||
(2) |
A listed company unable to compile the statement in LR 9.8.6 R (1) from information already available to it may need to seek the relevant information, or confirmation, from the director himself, including that in relation to connected persons, but would not be expected to obtain information directly from connected persons. |
||||
9.8.7 |
R |
An overseas company with a premium listing must include in its annual report and accounts the information in LR 9.8.6 R (5), LR 9.8.6 R (6) and LR 9.8.8 R (9). |
|||
9.8.7A |
R |
(1) |
An overseas company with a premium listing that is not required to comply with requirements imposed by another EEA State that correspond to DTR 7.2 (Corporate governance statements) must comply with DTR 7.2 as if it were an issuer to which that section applies. |
||
(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 (unless it is required to comply with requirements imposed by another EEA State that correspond to DTR 7.2) must comply with all of the other requirements of DTR 7.2 as if it were an issuer to which that section applies. |
||||
Report to shareholders |
|||||
9.8.8 |
R |
The report to the shareholders by the Board required by LR 9.8.6 R (7) must contain the following: |
|||
(1) |
a statement of the listed company's policy on executive directors' remuneration; |
||||
(2) |
information presented in tabular form, unless inappropriate, together with explanatory notes as necessary on: |
||||
(a) |
the amount of each element in the remuneration package for the period under review of each director, by name, including but not restricted to, basic salary and fees, the estimated money value of benefits in kind, annual bonuses, deferred bonuses, compensation for loss of office and payments for breach of contract or other termination payments; |
||||
(b) |
the total remuneration for each director for the period under review and for the corresponding prior period; |
||||
(c) |
any significant payments made to former directors during the period under review; and |
||||
(d) |
any share options, including Save-as-you-earn options, for each director, by name, in accordance with the requirements of the Directors' Remuneration Report Regulations; |
||||
(3) |
details of any long-term incentive schemes, other than share options as required by paragraph (2)(d), including the interests of each director, by name, in the long-term incentive schemes at the start of the period under review; |
||||
(4) |
details of any entitlements or awards granted and commitments made to each director under any long-term incentive schemes during the period, showing which crystallize either in the same year or in subsequent years; |
||||
(5) |
details of the monetary value and number of shares, cash payments or other benefits received by each director under any long-term incentive schemes during the period; |
||||
(6) |
details of the interests of each director in the long-term incentive schemes at the end of the period; |
||||
(7) |
an explanation and justification of any element of a director's remuneration, other than basic salary, which is pensionable; |
||||
(8) |
details of any director's service contract with a notice period in excess of one year or with provisions for pre-determined compensation on termination which exceeds one year's salary and benefits in kind, giving the reasons for such notice period; |
||||
(9) |
details of the unexpired term of any directors' 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; |
||||
(10) |
a statement of the listed company's policy on the granting of options or awards under its employee share scheme and other long-term incentive schemes, explaining and justifying any departure from that policy in the period under review and any change in the policy from the preceding year; |
||||
(11) |
for money purchase schemes details of the contribution or allowance payable or made by the listed company in respect of each director during the period under review; and |
||||
(12) |
|||||
a) |
details of the amount of the increase during the period under review (excluding inflation) and of the accumulated total amount at the end of the period in respect of the accrued benefit to which each director would be entitled on leaving service or is entitled having left service during the period under review; |
||||
(b) |
either: |
||||
(i) |
the transfer value (less director's contributions) of the relevant increase in accrued benefit (to be calculated in accordance with regulations 7 to 7E of the Occupational Pension Schemes (Transfer Values) Regulations 1996 but making no deduction for any under-funding) as at the end of the period; or |
||||
(ii) |
so much of the following information as is necessary to make a reasonable assessment of the transfer value in respect of each director: |
||||
(A) age; |
|||||
(B) normal retirement age; |
|||||
(C) the amount of any contributions paid or payable by the director under the terms of the scheme during the period under review; |
|||||
(D) details of spouses and dependants benefits; |
|||||
(E) early retirement rights and options; |
|||||
(F) expectations of pension increases after retirement (whether guaranteed or discretionary); and |
|||||
(G) discretionary benefits for which allowance is made in transfer values on leaving and any other relevant information which will significantly affect the value of the benefits; and |
|||||
(c) |
no disclosure of voluntary contributions and benefits. |
||||
Information required by law |
|||||
9.8.9 |
G |
The requirements of LR 9.8.6 R (6) and LR 9.8.8 R relating to corporate governance are additional to the information required by law to be included in the listed company's annual report and accounts. |
|||
Auditors report |
|||||
9.8.10 |
R |
A listed company must ensure that the auditors review each of the following before the annual report is published: |
|||
(1) |
LR 9.8.6R(3) (statement by the directors that the business is a going concern); and |
||||
(2) |
the parts of the statement required byLR 9.8.6 R (6) (corporate governance) that relate to the following provisions of the UK Corporate Governance Code: |
||||
(a) |
C.1.1; |
||||
(b) |
C.2.1; and |
||||
(c) |
C.3.1 to C.3.7. |
||||
9.8.11 |
R |
A listed company must ensure that the auditors review the following disclosures: |
|||
(1) |
LR 9.8.8 R (2) (amount of each element in the remuneration package and information on share options); |
||||
(2) |
LR 9.8.8 R (3), LR 9.8.8 R (4) and (5) (details of long term incentive schemes for directors); |
||||
(3) |
LR 9.8.8 R (11) (money purchase schemes); and |
||||
(4) |
LR 9.8.8 R (12) (defined benefit schemes). |
||||
9.8.12 |
R |
If, in the opinion of the auditors the listed company has not complied with any of the requirements set out in LR 9.8.11 R the listed company must ensure that the auditors' report includes, to the extent possible, a statement giving details of the non-compliance. |
|||
Summary financial statements |
|||||
9.8.13 |
R |
Any summary financial statement issued by a listed company as permitted under the Companies Act 2006, must disclose: |
|||
(1) |
earnings per share; and |
||||
(2) |
the information required for summary financial statements set out in or under the Companies Act 2006. |
Related provisions for SUP 16.12.3B
Glossary of defined terms for Chapter 14
If a defined term does not appear in the IPRU(INV) 14 glossary below, the definition appearing in the main Handbook Glossary applies.
ancillary services undertaking |
an undertaking the principal activity of which consists of owning or managing property, managing data-processing services, or any other similar activity which is ancillary to the principal activity of one or more of the firms subject to this chapter. |
broad scope firm |
as in the Glossary in IPRU(INV) chapter 3. |
CAD Article 5 exempting criteria |
the following criteria in respect of the firm's dealing positions: - such positions arise only as a result of the firm's failure to match investors orders precisely; - the total market value of all such positions is subject to a ceiling of 15% of the firm's initial capital; and - such positions are incidental and provisional in nature and strictly limited to the time required to carry out the transaction in question. |
contingent liability |
the meaning in FRS 12 which states that it is: (a) a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence of one or more uncertain future events not wholly within the entity's control or (b) a present obligation that arises from past events but is not recognised because: (i) it is not probable that a transfer of economic benefits will be required to settle the obligation; or (ii) the amount of the obligation cannot be measured with sufficient reliability. |
consolidated supervision |
the application of the financial rules in the Interim Prudential sourcebook for investment businesses in accordance with rules and guidance in 14.1.1 to 14.5.4. |
EEA parent |
a firm's direct or indirect parent which has its head office in the EEA. |
financial holding company |
an undertaking that satisfies the following conditions: (a) it is: (i) a financial institution; or (ii) a firm falling within IPRU-INV rule 14.1.1(1); (b) is subsidiary undertakings are either exclusively or mainly: (i) credit institutions;, (ii) investment firms; (iii) broad scope firms or undertakings carrying on activities which (if they were firms doing those activities in the United Kingdom) would make them broad scope firms; and (iv) financial institutions, one of which at least is a credit institution, a firm falling within IPRU-INV rule 14.1.1(1) or an investment firm; and (c) it is not a mixed financial holding company. |
financial institution |
an undertaking other than a credit institution, the principal activity of which is to acquire holdings or to carry on a listed activity. |
group financial resources |
the resources of a firm's group calculated in accordance with rules 14.4 (Group financial resources). |
group financial resources requirement |
the requirement that a firm's group maintains financial resources calculated in accordance with the rules in 14.5 (Group financial resources requirement). |
investment firm |
investment firm as in the main Glossary except that it excludes persons to which the MiFID does not apply as a result of article 2 or 3 of the MiFID. |
Material holding |
a holding of – (a) ordinary share capital and non cumulative preference share capital; or (b) subordinated loan and non fixed-term cumulative preference share capital, in a credit institution or a financial institution where – (i) (a) or (b) above exceeds 10% of the share capital plus share premium of the issuer; or (ii) the aggregate of (a) and (b) above exceeds 10% of the firm’sown funds, before deducting the holding. |
Material insurance holding |
the higher of – (1) the book value of an investment held in an insurance undertaking, reinsurance undertaking, or insurance holding company (investment for this purpose is either a participation or the investment in a subsidiary undertaking); or (2) the group's proportionate share of that undertaking's local or notional regulatory capital requirement." |
Non-trading book |
in relation to a firm's business or exposures, means any position, counterparty exposure or balance sheet item nit falling within the definition of trading book. |
parent |
any parent undertaking as defined in section 1162 of the Companies Act 2006 and any undertaking which effectively exercises a dominant influence over another undertaking. |
participation |
a participation within the meaning of Article 17 of Directive 78/660/EEC or the ownership either direct or indirect of 20% or more of the voting rights or capital of another undertaking which is not a subsidiary. |
subsidiary |
as in section 1159(1) of the Companies Act 2006. |
trading book |
as in the Glossary in IPRU(INV) chapter 5. |
Outsourcing arrangements
Outsourcing arrangements |
Submitting form |
|
The FCA will consider A to have taken reasonable care if it enters into a contract with B under which B is responsible for ensuring that the relevant FCA controlled functions are performed by FCA-approved persons, and that it is reasonable for A to rely on this |
Firm B submits FCA-approved persons forms on behalf of firm A |
|
Outsourcing by A to B (both being a member of the same United Kingdom group and each having its registered office in the United Kingdom) |
See SUP 10A.3.4 G |
See SUP 15.7.8 G |
(i) A to B, where B is a non-authorised person not part of the same group as A (ii) A to B, where A is a branch of an overseas firm in the United Kingdom, and B is an overseas undertaking of the same group (iii) A to B, where A is a UK authorised subsidiary of an overseas firm and B is an overseas undertaking of the same group |
Responsibility for (as opposed to the performance of) any activity outsourced to B will remain with A. See SYSC 3.2.4 G and SYSC 8 |
A ensures that an individual approved by the FCA or the PRA under a controlled function that is a significant-influence function has responsibility for the outsourced arrangement and A submits a form in relation to that individual |
Table Application of Exemptions to Forms of Promotions
Financial Promotion Order |
Applies to |
|||
Article No. |
Title and PERG 8 reference (where applicable) |
Unsolicited real time |
Solicited real time |
Non-real time (solicited or unsolicited) |
12 |
Communications to overseas recipients (8.12.2G) |
*1 |
* |
* |
13 |
Communications from customers and potential customers (8.12.9G) |
* |
* |
* |
14 |
Follow up non-real time communications and solicited real time communications (8.12.10G) |
* |
* |
|
15 |
Introductions (8.12.11G) |
* |
* |
*1 |
16 |
Exempt persons (8.12.12G) |
*2 |
*3 |
*3 |
17 |
Generic promotions (8.12.14G and 8.21.4G) |
* |
* |
* |
17A1 |
Communications caused to be made or directed by unauthorised persons (8.6.7AG) |
* |
* |
* |
18 |
Mere conduits (8.12.18G) |
* |
* |
* |
18A |
Outgoing electronic commerce communications: mere conduits, caching and hosting (8.12.18G)1 |
* |
* |
* |
19 |
Investment professionals (8.12.21G and 8.21.5G) |
* |
* |
* |
20 |
Communications by journalists (8.12.23G) |
* |
||
20A |
Promotion broadcast by company director etc (8.12.23G and 8.21.6G) |
* |
* |
* |
20B |
Incoming electronic commerce communications (8.12.38G) |
* |
* |
* |
22 |
Deposits : non-real time communications (8.13) |
* |
||
23 |
Deposits : real time communications (8.13) |
* |
* |
|
24 |
Relevant insurance activity : non-real time communications (8.13) |
* |
||
25 |
Relevant insurance activity : non-real time communications : reinsurance and large risks (8.13) |
* |
||
26 |
Relevant insurance activity : real time communications (8.13) |
* |
* |
|
28 |
One-off non-real time communications and solicited real time communications (8.14.3G) |
* |
* |
|
28A |
One-off unsolicited real time communications (8.14.11G) |
* |
||
28B1 |
Real time communications: introductions in connection with qualifying credit (8.17.12G) |
* |
* |
|
29 |
Communications required or authorised by enactments |
* |
* |
* |
30 |
Overseas communicators: solicited real time communications (8.14.15G) |
* |
||
31 |
Overseas communicators: non-real time communications to previously overseas customers (8.14.17G) |
* |
||
32 |
Overseas communicators: unsolicited real time communications to previously overseas customers (8.14.16G) |
* |
||
33 |
Overseas communicators: unsolicited real time communications to knowledgeable customers (8.14.16G) |
* |
||
34 |
Governments, central banks etc |
* |
* |
|
35 |
Industrial and provident societies |
* |
* |
|
36 |
Nationals of the EEA States other than United Kingdom (8.14.18G) |
* |
* |
|
37 |
Financial markets |
* |
* |
|
38 |
Persons in the business of placing promotional material |
* |
* |
* |
39 |
Joint enterprises (8.14.19G) |
* |
* |
* |
40 |
Participants in certain recognised collective investment schemes |
* |
* |
|
41 |
Bearer instruments: promotions required or permitted by market rules (8.14.42G) |
* |
* |
|
42 |
Bearer instruments: promotions to existing holders (8.14.42G) |
* |
* |
|
43 |
Members and creditors of certain bodies corporate (8.14.41G and 8.21.8G) |
* |
* |
|
44 |
Members and creditors of open-ended investment companies |
* |
* |
|
45 |
Group companies |
* |
* |
* |
46 |
Qualifying credit to bodies corporate (8.17.10G)1 |
* |
* |
*10 |
1046A |
Promotions of credit etc. for business purposes (8.17-A.10G) |
* |
* |
* |
47 |
Persons in the business of disseminating information (8.21.10G) |
* |
* |
* |
48 |
Certified high net worth individuals (8.14.21G) |
* |
* |
|
49 |
High net worth companies, unincorporated associations etc (8.14.25G) |
* |
* |
* |
50 |
Sophisticated investors (8.14.27G) |
* |
* |
* |
50A |
Self-certified sophisticated investors {8.14.28AG) |
*5 |
* |
* |
51 |
Associations of high net worth or sophisticated investors (8.14.29G) |
* |
* |
|
52 |
Common interest group of a company (8.14.30G) |
* |
* |
|
53 |
Settlors, trustees and personal representatives |
* |
* |
* |
54 |
Beneficiaries of trust, will or intestacy |
* |
* |
* |
55 |
Communications by members of professions (8.15.1G) |
* |
* |
|
55A |
Non-real time communication by members of the professions. (8.15.5G) |
* |
||
56 |
Remedy following report by Parliamentary Commissioner for Administration |
* |
* |
* |
57 |
Persons placing promotional material in particular publications |
* |
* |
* |
58 |
Acquisition of interest in premises run by management companies |
* |
* |
|
59 |
Annual accounts and directors' report (8.21.11G) |
* |
* |
* |
60 |
Participation in employee shares schemes |
* |
* |
* |
61 |
Sale of goods and supply of services |
* |
* |
|
62 |
Sale of body corporate (8.14.35G) |
* |
* |
* |
64 |
Takeovers of relevant unlisted companies |
* |
* |
* |
65 |
Takeovers of relevant unlisted companies: warrants etc |
* |
* |
* |
66 |
Takeovers of relevant unlisted companies: application forms |
* |
* |
* |
67 |
Promotions required or permitted by market rules (8.21.13G) |
* |
* |
|
68 |
Promotions in connection with admission to certain EEA markets (8.21.16G) |
* |
* |
|
69 |
Promotions of securities already admitted to certain markets (8.21.17G) |
* |
*1 |
|
701 |
Promotions included in listing particulars etc (8.21.20G)1 |
*1 |
||
711 |
Material relating to prospectus for public offer of unlisted securities |
*1 |
||
721 |
Pension products offered by employers (8.14.40AG8) |
* |
* |
* |
872A |
Pension product offers communicated to employees by third parties (8.14.40AAG) |
* |
* |
* |
872B |
Insurance product offers communicated to employees by employers (8.14.40ABG) |
* |
* |
* |
872C |
Insurance products offers communicated to employees by third parties (8.14.40ACG) |
* |
* |
* |
872D |
Staff mortgage offers communicated to employees by employers (8.14.40ADG) |
* |
* |
* |
872E |
Staff mortgage offers communicated to employees by third parties (8.14.40AEG) |
* |
* |
*10 |
1072F |
Credit agreements offered to employees by employers |
* |
* |
* |
731 |
Advice centres (8.14.40B) |
* |
* |
* |
1 in limited circumstances only – see article 12(2) of the Financial Promotion Order |
||||
2 for the purpose of article 16 (2) only |
||||
3 for the purpose of article 16 (1) only1 |