Content Options

DTR 4.1 Annual financial report

Application

[Note: ESMA has also issued guidelines under article 16(3) of the ESMA Regulation on enforcement of financial information https://www.esma.europa.eu/sites/default/files/library/2015/11/2014-807_-_final_report_on_esma_guidelines_on_enforcement_of_financial_information.pdf]
DTR 4.1.1R

1Subject to the exemptions set out in DTR 4.4 (Exemptions) this section applies to an issuer:

  1. (1)

    whose transferable securities are admitted to trading; and

  2. (2)

    whose Home State is the United Kingdom.

Compliance with the Listing Rules

DTR 4.1.2G

An issuer that is also admitted to the official list should consider its obligations under the Listing Rules in addition to the requirements in these rules.

Publication of annual financial reports

DTR 4.1.3R

An issuer must make public its annual financial report at the latest four months after the end of each financial year.

[Note: article 4(1) of the TD]

DTR 4.1.4R

An issuer must ensure that its annual financial report remains publicly available for at least ten3 years.

[Note: article 4(1) of the TD]

Content of annual financial reports

DTR 4.1.5R

The annual financial report must include:

  1. (1)

    the audited financial statements;

  2. (2)

    a management report; and

  3. (3)

    responsibility statements.

[Note: article 4(2) of the TD]

Audited financial statements

DTR 4.1.6R
  1. (1)

    If an issuer is required to prepare consolidated accounts according to the Seventh Council Directive 83/349/EEC, the audited financial statements must comprise:

    1. (a)

      consolidated accounts prepared in accordance with IFRS, and

    2. (b)

      accounts of the parent company prepared in accordance with the national law of the EEA State in which the parent company is incorporated.

    [Note: article 4(3) of the TD]

  2. (2)

    If an issuer is not required to prepare consolidated accounts, the audited financial statements must comprise accounts prepared in accordance with the national law of the EEA State in which the issuer is incorporated.

    [Note: article 4(3) of the TD]

Auditing of financial statements

DTR 4.1.7R
  1. (1)

    If an issuer is required to prepare consolidated accounts, the financial statements must be audited in accordance with Article 37 of the Seventh Council Directive 83/349/EEC.

  2. (2)

    If an issuer is not required to prepare consolidated accounts the financial statements must be audited in accordance with Articles 51 and 51a of the Fourth Council Directive 78/660/EEC.

  3. (3)

    The audit report, signed by the person or persons responsible for auditing the financial statements must be disclosed in full to the public together with the annual financial report.

[Note: article 4(4) of the TD]

  1. (4)

    An issuer which is a UK-traded non-EEA company within the meaning of section 1241 of the Companies Act 2006 must ensure that the person who provides the audit report is:2

    1. (a)

      on the register of third country auditors kept for the purposes of regulation 6 of the Statutory Auditors and Third Country Auditors Regulations 2013 (SI 2013/1672)4; or2

    2. (b)

      eligible for appointment as a statutory auditor under section 1212 of the Companies Act 2006; or2

    3. (c)

      an EEA auditor within the meaning of section 1261 of the Companies Act 2006.2

[Note: Article 45(4) of the Audit Directive]2

Content of management report

DTR 4.1.8R

The management report must contain:

  1. (1)

    a fair review of the issuer's business; and

  2. (2)

    a description of the principal risks and uncertainties facing the issuer.

    4[Note: article 4(5) of the TD]

DTR 4.1.9R

The review required by DTR 4.1.8 R must:

  1. (1)

    be a balanced and comprehensive analysis of:

    1. (a)

      the development and performance of the issuer's business during the financial year; and

    2. (b)

      the position of the issuer's business at the end of that year,

    consistent with the size and complexity of the business;

  2. (2)

    include, to the extent necessary for an understanding of the development, performance or position of the issuer's business:

    1. (a)

      analysis using financial key performance indicators; and

    2. (b)

      where appropriate, analysis using other key performance indicators including information relating to environmental matters and employee matters; and

  3. (3)

    include references to, and additional explanations of, amounts included in the issuer's annual financial statements, where appropriate.

4[Note: article 4(5) of the TD]

DTR 4.1.10G

In DTR 4.1.9 R (2), key performance indicators are factors by reference to which the development, performance or position of the issuer's business can be measured effectively.

DTR 4.1.11R

The management report required by DTR 4.1.8 R must also give an indication of:

  1. (1)

    any important events that have occurred since the end of the financial year unless those events are:4

    1. (a)

      4reflected in the issuer’s profit and loss account or balance sheet; or

    2. (b)

      4disclosed in the notes to the issuer’s audited financial statements;

  2. (2)

    the issuer's likely future development;

  3. (3)

    activities in the field of research and development;

  4. (4)

    the information concerning acquisitions of own shares prescribed by article 24(2) of Directive 2012/30/EU4;

  5. (5)

    the existence of branches of the issuer; and

  6. (6)

    in relation to the issuer's use of financial instruments and where material for the assessment of its assets, liabilities, financial position and profit or loss:

    1. (a)

      the issuer's financial risk management objectives and policies, including its policy for hedging each major type of forecasted transaction for which hedge accounting is used, and

    2. (b)

      the issuer's exposure to price risk, credit risk, liquidity risk and cash flow risk.

4[Note: article 4(5) of the TD]

Responsibility statements

DTR 4.1.12R
  1. (1)

    Responsibility statements must be made by the persons responsible within the issuer.

  2. (2)

    The name and function of any person who makes a responsibility statement must be clearly indicated in the responsibility statement.

  3. (3)

    For each person making a responsibility statement, the statement must set out that to the best of his or her knowledge:

    1. (a)

      the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer and the undertakings included in the consolidation taken as a whole; and

    2. (b)

      the management report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

[Note: article 4(2)(c) of the TD]

DTR 4.1.13R

The issuer is responsible for all information drawn up and made public in accordance with this section.