Companies Act 2014
Directors’ report: business review
327. (1) F190[Subject to subsection (1A), the directors’ report for a financial year] shall contain—
(a) a fair review of the business of the company, and
(b) a description of the principal risks and uncertainties facing the company.
F191[(1A) A company that qualifies for the small companies regime or the micro companies regime shall be exempt from the requirements of subsection (1).]
(2) The review required by subsection (1) shall be a balanced and comprehensive analysis of—
(a) the development and performance of the business of the company during the financial year, and
(b) the assets and liabilities and financial position of the company at the end of the financial year,
consistent with the size and complexity of the business.
(3) The review required by subsection (1) shall, to the extent necessary for an understanding of such development, performance or financial position or assets and liabilities, include—
(a) an analysis of financial key performance indicators, and
(b) where appropriate, an analysis using non-financial key performance indicators, including information relating to environmental and employee matters.
F192[(3A) Notwithstanding the generality of subsection (1A), where a company that qualifies for the small companies regime or the micro companies regime, as the case may be, elects to provide the information required by subsection (1), it shall be exempt from the requirements of subsection (3)(b).]
(4) The directors’ report shall, where appropriate, include additional explanations of amounts included in the statutory financial statements of the company.
(5) The review required by subsection (1) shall include an indication of likely future developments in the business of the company.
(6) In relation to a group directors’ report, this section has effect as if the references to the company were references to the company and its subsidiary undertakings included in the consolidation.
(7) In this section, “key performance indicators” means factors by reference to which the development, performance and financial position of the business of the company can be measured effectively.
Annotations
Amendments:
F190
Substituted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 43(a), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.
F191
Inserted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 43(b), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.
F192
Inserted (9.06.2017) by Companies (Accounting) Act 2017 (9/2017), s. 43(c), S.I. No. 246 of 2017, art. 3, subject to transitional provision in art. 4.
Modifications (not altering text):
C66
Requirements under subs. (3)(b) deemed to be met in certain circumstances (21.08.2017) by European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017 (S.I. No. 360 of 2017), reg. 5(12), in effect as per reg. 1(3).
Non-financial statement
5. (1) The directors of an applicable company shall, for each financial year, include in the directors’ report a statement containing non-financial information (in these Regulations referred to as a “non-financial statement”).
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(8) The information required under paragraphs (2) to (7) may be set out in a separate statement in accordance with paragraphs (9) and (10).
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(12) Where an applicable company provides the non-financial statement referred to in paragraph (1) or the separate statement referred to in paragraph (8), the applicable company is deemed to have met the requirements of section 327(3)(b) of the Principal Act.