DTR 7.2 Corporate governance statements

An issuer to which this section applies must include a corporate governance statement in its directors’ report. That statement must be included as a specific section of the directors’ report and must contain at least the information set out in DTR 7.2.2 R to DTR 7.2.7 R and, where applicable, DTR 7.2.8AR and DTR 7.2.10 R.

The corporate governance statement must contain a reference to the following, where applicable:

1. (1)

   the corporate governance code to which the issuer is subject;

2. (2)

   the corporate governance code which the issuer may have voluntarily decided to apply; and

3. (3)

   all relevant information about the corporate governance practices applied over and above the requirements of national law.

1. (1)

   An issuer which is complying with DTR 7.2.2 R (1) or DTR 7.2.2 R (2) must:

   1. (a)

      state in its directors’ report where the relevant corporate governance code is publicly available; and

   2. (b)

      where it departs from that corporate governance code, explain which parts of the corporate governance code it departs from and the reasons for doing so.

2. (2)

   Where DTR 7.2.2 R (3) applies, the issuer must make details of its corporate governance practices publicly available and state in its directors’ report where they can be found.

3. (3)

   If an issuer has decided not to refer to any provisions of a corporate governance code referred to under DTR 7.2.2 R (1) and DTR 7.2.2 R (2), it must explain its reasons for that decision.

The corporate governance statement must contain a description of the main features of the issuer's internal control and risk management systems in relation to the financial reporting process.

The corporate governance statement must contain the information required by paragraph 13(2)(c), (d), (f), (h) and (i) of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) (information about share capital) where the issuer is subject to the requirements of that paragraph.

The corporate governance statement must contain a description of the composition and operation of the issuer's administrative, management and supervisory bodies and their committees.

1. (1)

   The corporate governance statement must contain a description of:

   1. (a)

      the diversity policy applied to the issuer’s administrative, management and supervisory bodies and the remuneration, audit and nomination committees of those bodies with regard to aspects such as, for instance, age, gender, ethnicity, sexual orientation, disability or educational, professional and socio-economic backgrounds;

   2. (b)

      the objectives of the diversity policy in (a);

   3. (c)

      how the diversity policy in (a) has been implemented; and

   4. (d)

      the results in the reporting period.

2. (2)

   If no diversity policy is applied by the issuer, the corporate governance statement must contain an explanation as to why this is the case.

[Note: article 20(1)(g) of the Accounting Directive]

An issuer may elect that, instead of including its corporate governance statement in its directors’ report, the information required by DTR 7.2.1 R to DTR 7.2.8AR may be set out in:

1. (1)

   a separate report published together with and in the same manner as its annual report; or

2. (2)

   a document publicly available on the issuer's website to which reference is made in the directors’ report.

Under (1) or (2), the corporate governance statement must contain the information required by DTR 7.2.6R or a reference to the directors’ report where that information is made available.

Subject to DTR 7.2.11 R, an issuer which is required to prepare a group directors’ report within the meaning of section 415(2) of the Companies Act 2006 must include in that report a description of the main features of the group’s internal control and risk management systems in relation to the financial reporting process for the undertakings included in the consolidation, taken as a whole. In the event that the issuer presents its own annual report and its consolidated annual report as a single report, this information must be included in the corporate governance statement required by DTR 7.2.1 R.

1. (1)

   An issuer that elects to include its corporate governance statement in a separate report as permitted by DTR 7.2.9R(1) must provide the information required by DTR 7.2.10R in that report.

2. (2)

   An issuer that elects to include its corporate governance statement in a document publicly available on the issuer's website to which reference is made in the directors’ report as permitted by DTR 7.2.9R(2) must provide the information required by DTR 7.2.10R in that document.