Section 172 Statements Under the Microscope

Introduction

This live broadcast session will examine section 172 statements in detail and other new stakeholder reporting requirements and provide everything you should know before writing your annual report.

The Companies (Miscellaneous Reporting) Regulations 2018 brought in a new requirement for ‘large’ (and certain ‘medium-sized’) companies to publish a standalone statement in the strategic report explaining how the directors have had regard to the matters set out in s.172 Companies Act 2006.

These regulations also require additional reporting requirements for the directors’ report in relation to employee engagement and engagement with ‘suppliers, customers and others’.

The new reporting requirements apply to companies with financial years starting on or after 1 January 2019 so the first compulsory reporting appeared in 2020.

The session provides a practical review of the relevant legislation, regulation and guidance together with an analysis of early statement examples with the aim of assisting delegates to prepare such statements for the annual report. It is relevant not just for annual report authors but also company directors and other corporate professionals, such as accountants and company secretaries, who may wish to understand the new legislative requirements in more detail.

What You Will Learn

This live and interactive session will cover the following:

• What is section 172 Companies Act 2006 and what does it mean?
• The background to the new regulations: why they were brought in and how they fit into wider recent corporate governance developments
• The essential legislative elements of the three statements pursuant to the Companies (Miscellaneous Reporting) Regulations 2018
• Scope of the new reporting requirements under The Companies (Miscellaneous Reporting) Regulations 2018, including:
• The Strategic Report section 172 statement
• The Directors’ Report Employee Engagement statement
• The Directors’ Report Engagement with ‘Suppliers, Customers and Others’ statement
• A full scope chart
• Group scope explained
• The 5-step stakeholder process which should support a section 172 statement:
• Identification of stakeholders
• Prioritisation of key stakeholders
• Engagement mechanisms
• Impact on board decision-making
• Feedback to stakeholders
• Insights from the government, regulatory and industry guidance, including:
• The Department of Business Enterprise and Industrial Strategy’s Q&A
• The GC100 Guidance on s.172
• Section 8 of the Financial Reporting Council’s Guidance
• The ICSA The Governance Institute and Investment Association (IA) Guidance on The Stakeholder Voice in Board Decision-Making
• The Financial Reporting Council’s Guidance on Board Effectiveness
• Consideration of publications from market commentators such as Deloitte, BDO, Clifford Chance and others
• How the rest of the annual report can be utilised to support the s.172 statement
• How these statements fit together with the stakeholder voice aspects of Codes of Corporate Governance
• An analysis of section 172 statement examples

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.