Governance Statements

Corporate Governance Statements

The 2014 Companies Act makes provision for corporate governance statements in relation to traded companies. In this context, a traded company means a public company, designated activity company, company limited by guarantee, public unlimited company with or without share capital, in a case where a public limited company has shares or debentures and in case of the other types of company where it has debentures, admitted to trading on a regulated EEA market.

There is to be included in the directors’ report of such a traded company, a corporate governance statement. The statement shall be included as a specific section of the directors’ report and must include at least, the following information:

• a reference to the corporate governance code to which the company is subject and where it is freely publicly available; or which the company has voluntarily decided to apply and where this is available; and
• All relevant information concerning corporate governance practices applied in respect of the company that are additional to any statutory requirement and where such information is available for inspection by the public.

Where the company departs, in accordance with statutory provisions, from any corporate governance code above, an explanation must be given by the company as to which parts of the corporate governance code it departs from, in accordance with the statutory provision and the extent to which it departs from the code; and the reasons for such departure. Where the company has decided not to apply any provisions of the corporate governance code above, the company must explain its reasons for doing so.

Statement Requirements

The statement must give

• a description of the main features of the internal control and risk management systems of the company in relation to the financial reporting process;
• any information required the Takeover Bids Regulations, where the company is subject to those Regulations;
• a description of the operation of the shareholders’ meeting, its key powers and shareholders’ rights and the exercise of such rights;
• the composition and operation of the board of directors and their committees with administrative, management or supervisory functions.

The information set out above may be set out in a separate report published in conjunction with the directors’ reports and provided by reference in the directors’ report to where a separate report is publicly available on the website of the company.

Included with Accounts

Where a company prepares a corporate governance statement in the form of a separate report, it shall be attached to every balance sheet, laid before the annual general meeting and shall be signed on behalf of the directors by two directors.

Where the company prepares a corporate governance report in the form of a separate report, a copy shall be published in the website, and a copy that a statement of the report has been so published, together with the address of the website, shall be included in the directors report; or be annexed to the annual return of the company and be certified as a true copy.

Auditor’s Role

When a company prepares a corporate governance statement, the statutory auditors, when preparing their report,

• shall establish that the company has prepared a corporate governance statement and whether it contains the information required;
• provide an opinion concerning the consistency or otherwise of the information given in the statement relating to the financial year, which is consistent with the outcome of their evaluation and testing of the relevant systems for the purpose of preparing a report,

and the auditors shall

• state whether in their report, whether in their opinion such information is consistent; and shall
• provide as to whether the information given in the corporate governance statement relating to the financial year is consistent.

Certain Exceptions

Certain of the above obligations regarding disclosures in the report do not apply to a traded company which only has securities, other than shares, admitted to trading on a regulated market, unless such company has shar

Certain exemptions from the requirements for consolidation of financial statements are not available to a traded company. A designated activity company or a company limited by guarantee, which is a traded company, may not file abridged financial statements.