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Narrative reporting areas of focus

The FRC continues to find areas for improvement with regards to the strategic report and the non-financial information statement as indicated in its Annual Review of Corporate Reporting.  Challenges will continue to be raised where these are not a fair, balanced and comprehensive representation of the performance and position of the business and where the non-financial information statement provides cross references to information elsewhere in the annual report which does not contain the required information.

Regulatory focus has highlighted how central the Section 172 statement is to UK reporting. This has been amplified by the COVID-19 pandemic, with investors asking for information that is company-specific and describes how the directors have engaged with stakeholders to understand the relevant issues, and how they have had regard to those issues in their decisions and strategy. In particular, investors are interested in how the directors have balanced the short-term financial threats with the longer-term business resilience.

The FRC indicates, in its year end letter to Audit Committee Chairs and Finance Directors, that many companies are failing to explain how their directors discharged their section 172 duty and in particular the responsibility to have regard to the consequences of decisions in the long term. Additionally whilst companies are reporting on the methods of engagement with stakeholders they are not reflecting how the feedback affected decision making. Some companies are treating the statement as one of compliance. 

The FRC encourages companies to disclosure:

  • The effectiveness and outcomes of their engagement.
  • The oversight that boards have over delegated engagement.
  • How feedback has been used within the decision-making process.
  • Difficult decisions, rather than just focusing on positive engagement.
  • How stakeholders are considered strategically and how such consideration is contributing to companies’ long-term success.
  • Implications of the decisions on both long-term success and on stakeholders themselves.

The FRC has published a set of tips intended to help companies consider what content to include in a Section 172 statement, how to present it and how to facilitate the process of preparing the statement.

2020 sees companies having to comply with the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 - the Streamlined Energy and Carbon Reporting Regulations - for the first time.  These Regulations broaden greenhouse gas reporting and energy efficiency disclosure requirements in the directors’ report for quoted companies and extend this reporting requirement to large unquoted companies and LLPs with at least 250 employees or annual turnover greater than £36m and a balance sheet total (gross assets) greater than £18m.  They are effective for financial periods beginning on or after 1 April 2019.  The Department for Business, Energy and Industrial Strategy (BEIS) has published guidance to assist companies to comply.

Below is a comprehensive collection of resources — organised chronologically — on narrative reporting areas of focus.  Click for direct access to specific narrative reporting resources:

Related Resources

Stay Tuned Online - IFRS and UK GAAP Update December 2018

18 Dec 2018

Stay Tuned Online is an online financial reporting update, aimed at helping finance teams keep up to speed with IFRS and UK financial reporting issues. Each update lasts about an hour, and sessions are normally held three times a year –the next one will come out in Spring 2019.

New Code launched for corporate governance of large private companies

14 Dec 2018

A new code for the corporate governance of large private companies has been launched.

Accounting Roundup - Closing Out 2018

13 Dec 2018

Closing out 2018 discusses the significant corporate reporting issues relevant to 31 December 2018 annual reports, covering areas of regulatory focus identified in the FRC’s Annual Review of Corporate Reporting 2017/2018, the ESMA’s common enforcement priorities for issuers in the European Union together with developments in reporting standards and areas of investor interest.

Governance in brief — GC100 issues practical advice to directors on performance of their s172 duty

06 Dec 2018

GC100, the group of General Counsels of the FTSE 100, has issued updated guidance to help directors in performance of their duty under section 172 of the Companies Act 2006.

Governance in brief — FRC issues advice on annual reports for the 2018/19 reporting season

06 Dec 2018

The Financial Reporting Council (FRC) has issued its Annual Review of Corporate Reporting and annual letter to finance directors and audit committee chairs covering its perspective on key developments for 2018/19 annual reports.

GC 100 provides guidance to directors on s172

29 Nov 2018

The GC 100 has issued guidance which aims to provide practical help to directors on their performance of the section 172 duty.

Governance in focus — On the board agenda 2019

27 Nov 2018

As 2018 draws to a close, we thought this briefing would stimulate your thinking. The Deloitte Academy’s review of hot topics for boards and committees for the 2019 reporting season covers both areas of regulatory focus as well as emerging themes.

FRC publishes year-end advice to preparers in advance of the 2018/19 reporting season

25 Oct 2018

The Financial Reporting Council (FRC) has published a letter to Audit Committee Chairs and Finance Directors, in advance of the 2018/19 reporting season, highlighting changes to reporting requirements and key matters which should be considered in the preparation of forthcoming annual reports and accounts.

FRC publishes findings on the quality of corporate reporting in 2017/2018

24 Oct 2018

The Financial Reporting Council (FRC) has published its Annual Review of Corporate Governance and Reporting 2017/2018, which provides the FRC's assessment of corporate reporting in the UK based on evidence from a variety of sources, including the work of the FRC's own Corporate Reporting Review (CRR) team. The report also includes information on the level of compliance with the provisions of the UK Corporate Governance Code (“the Code”) as well as the quality of explanations and reporting provided by companies in their governance statements and committee reports.

FRC Lab report on on business model reporting and risk and viability reporting

18 Oct 2018

A new report from the Financial Reporting Lab of the Financial Reporting Council (FRC) considers how reporting practice has changed since the Lab published its original reports on business model reporting and risk and viability reporting.

Annual report insights 2018 — Surveying FTSE reporting

28 Sep 2018

In this publication we aim to provide insight into practices in annual reporting, focusing on areas where requirements have changed, where regulators are focusing or where innovative practices are emerging.

FRC publishes revised Guidance on the Strategic Report

02 Aug 2018

The Financial Reporting Council (FRC) has published revised Guidance on the Strategic Report encouraging companies to consider wider stakeholders and broader matters that impact performance over the longer term.

New company reporting requirements for private and public companies approved by Parliament

26 Jul 2018

The Companies (Miscellaneous reporting) Regulations 2018 have been approved by Parliament.

UK Government publishes response to its consultation on a streamlined approach to energy and carbon reporting

24 Jul 2018

The Department for Business, Energy and Industrial Strategy (BEIS) has published a response to its consultation which proposed a “streamlined and more effective energy and carbon reporting framework” for the UK.

FRC issues new UK Corporate Governance Code

16 Jul 2018

The Financial Reporting Council (FRC) has published the new UK Corporate Governance Code together with revised Guidance on Board Effectiveness. The new Code applies for periods commencing on or after 1 January 2019.

Governance in brief — FRC issues new UK Corporate Governance Code

16 Jul 2018

The FRC has published the new UK Corporate Governance Code together with revised Guidance on Board Effectiveness. The changes are far-reaching in some areas and reflect the Prime Minister’s broad social reform agenda and desire to restore trust in UK business. The new Code applies for periods commencing on or after 1 January 2019.

Governance in brief — BEIS issues legislation to deliver key corporate governance reforms

20 Jun 2018

The Companies (Miscellaneous Reporting) Regulations 2018 have been laid before Parliament. These represent the legislative strand of the Government’s package of corporate governance reforms announced by BEIS in August 2017.

BEIS issues legislation to deliver key corporate governance reforms on pay and stakeholder engagement

11 Jun 2018

The Companies (Miscellaneous Reporting) Regulations 2018 have been laid before Parliament. These represent the legislative strand of the Government’s package of corporate governance reforms announced by BEIS in August 2017.

Research into the local implementation of the EU Directive on disclosure of non-financial and diversity information

25 Apr 2018

Accountancy Europe, CSR Europe, and GRI have published an updated report on their research looking at the local implementation of the EU Directive on non-financial and diversity information reporting.

Robert Bruce interviews — Paul George, Executive Director, Corporate Governance and Reporting at the Financial Reporting Council

12 Apr 2018

In a wide-ranging video interview Paul George talks to Robert Bruce about the responses to the recent Corporate Governance Code consultation and areas of challenge in governance generally, what the FRC would like to see more of from strategic reports and information on directors’ responsibilities, what it would like to happen with IFRS post-Brexit, and how the Stewardship Code needs to evolve.

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