UKLR 6.6 Annual financial report

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. (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 UKLR 6.2.23R (Publication of unaudited financial information);

3. (3)

   details of any long-term incentive schemes as required by UKLR 9.3.3R;

4. (4)

   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;

5. (5)

   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;

6. (6)

   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 equity securities allotted and, for each class of equity securities, the number allotted, their aggregate nominal value and the consideration received by the company for the allotment;

   2. (b)

      the names of the allottees, if fewer than 6 in number, and in the case of 6 or more allottees a brief generic description of each new class of equity holder (eg, 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;

7. (7)

   the information required by paragraph (6) must be given for any unlisted major subsidiary undertaking of the company;

8. (8)

   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;

9. (9)

   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 shareholder;

10. (10)

    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:

    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;

11. (11)

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

12. (12)

    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; and

13. (13)
    1. (a)

       a statement made by the board that the company continues to comply with the requirement in UKLR 6.2.3R; or

    2. (b)

       where the company has ceased to comply with the requirement in UKLR 6.2.3R:

       1. (i)

          a statement that the FCA has been notified of that non-compliance in accordance with UKLR 6.2.35R; and

       2. (ii)

          a brief description of the background to and reasons for that non-compliance.

Where an independent director declines to support a statement made under UKLR 6.6.1.R(13)(a), the statement must record this fact.

The listed company’s annual financial report must include the information required under UKLR 6.6.1R 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 report:

1. (1)

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

   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 one month prior to the date of the notice of the annual general meeting; or

   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.

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

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:

   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; or

   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.

3. (3)

   statements by the directors on:

   1. (a)

      the appropriateness of adopting the going concern basis of accounting (containing the information set out in Provision 30 of the UK Corporate Governance Code); and

   2. (b)

      their assessment of the prospects of the company (containing the information set out in Provision 31 of the UK Corporate Governance Code;

   [Note: The Financial Reporting Council has issued guidance relating to the UK Corporate Governance Code which can be accessed on its website: https://www.frc.org.uk/library/standards-codes-policy/corporate-governance/corporate-governance-code-guidance/]

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 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

   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 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. (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; or

   2. (b)

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

      1. (i)

         those provisions 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;

7. (7)

   a statement setting out 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;

8. (8)

   a statement setting out:

   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;

   2. (b)

      in cases where the listed company has:

      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:

         1. (A)

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

         2. (B)

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

         3. (C)

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

      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):

         1. (A)

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

         2. (B)

            the reasons for not including such disclosures; and

         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; and

   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;

9. (9)

   a 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 UKLR 6.6.13R, 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 UKLR 6.6.6R(9)(a), which should be set out in the format of the tables contained in UKLR 6 Annex 1 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 UKLR 6.6.6R(9).

In relation to UKLR 6.6.6R(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, a listed company may instead explain the extent to which it is unable to make the relevant disclosures.

An overseas company with a listing of equity shares in the equity shares (commercial companies) category must include in its annual report and accounts the information in UKLR 6.6.6R(5) to (11).

1. (1)

   An overseas company with a listing of equity shares in the equity shares (commercial companies) category must comply with DTR 7.2 (Corporate governance statements) as if it were an issuer to which that section applies.

2. (2)

   An overseas company with a listing of equity shares in the equity shares (commercial companies) category which complies with UKLR 6.6.17R will be taken to satisfy the requirements of DTR 7.2.2R and DTR 7.2.3R, but must comply with all of the other requirements of DTR 7.2 as if it were an issuer to which that section applies.

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

1. (1)

   statements by the directors regarding going concern and longer-term viability as required by UKLR 6.6.6R(3); and

2. (2)

   the parts of the statement required by UKLR 6.6.6R(6) that relate to Provisions 6 and 24 to 29 of the UK Corporate Governance Code.

Any strategic report with supplementary information provided to shareholders by a listed company, as permitted under section 426 of the Companies Act 2006, must disclose:

1. (1)

   earnings per share; and

2. (2)

   the information required for a strategic report set out in or under the Companies Act 2006 and the supplementary material required under section 426A of the Companies Act 2006.

Where:

1. (1)

   a listed company is a sovereign controlled commercial company and:

   1. (a)

      has a sovereign controlling shareholder which was a controlling shareholder on the first occasion on which the company made an application for the admission of equity shares to the equity shares (commercial companies) category;

   2. (b)

      has made a notification in accordance with UKLR 6.4.18R and UKLR 6.4.19R; or

   3. (c)

      made an announcement in accordance with UKLR 21.5.6R(2) and UKLR 21.5.9R when it transferred the listing of its equity shares to the equity shares (commercial companies) category; and

2. (2)

   the sovereign controlling shareholder is either:

   1. (a)

      recognised by the government of the UK as a State; or

   2. (b)

      the UK,

   references to controlling shareholder must be read as excluding a sovereign controlling shareholder in, or for the purposes of, UKLR 6.6.1R(10) and UKLR 6.6.1R(13).