DTR 4.1 Annual financial report
Application
1Subject to the exemptions set out in DTR 4.4 (Exemptions) this section applies to an issuer whose transferable securities are admitted to trading.6
Compliance with the Listing Rules
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
Content of annual financial reports
Audited financial statements
-
(1)
If an issuer is required to prepare consolidated accounts6,the audited financial statements must comprise:
- (a)
consolidated accounts prepared in accordance with UK-adopted IFRS6, and
- (b)
accounts of the parent company prepared in accordance with the law of the United Kingdom6.
[Note: article 4(3) of the TD]
- (a)
-
(2)
If an issuer is not required to prepare consolidated accounts, the audited financial statements must comprise accounts prepared in accordance with the law of the United Kingdom6.
[Note: article 4(3) of the TD]
Auditing of financial statements
-
(1)
The6 financial statements must be audited in accordance with Part 16 of the Companies Act 20066.
-
(2)
[deleted]6
-
(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]
-
(4)
An issuer which is a UK-traded third country company6 within the meaning of section 1241 of the Companies Act 2006 must ensure that the person who provides the audit report is:2
- (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
- (b)
eligible for appointment as a statutory auditor under section 1212 of the Companies Act 2006.6
2 - (c)
[deleted]6
2
- (a)
[Note: Article 45(4) of the Audit Directive]2
Content of management report
The review required by DTR 4.1.8 R must:
-
(1)
be a balanced and comprehensive analysis of:
- (a)
the development and performance of the issuer's business during the financial year; and
- (b)
the position of the issuer's business at the end of that year,
consistent with the size and complexity of the business;
- (a)
-
(2)
include, to the extent necessary for an understanding of the development, performance or position of the issuer's business:
-
(3)
include references to, and additional explanations of, amounts included in the issuer's annual financial statements, where appropriate.
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.
The management report required by DTR 4.1.8 R must also give an indication of:
-
(1)
any important events that have occurred since the end of the financial year unless those events are:4
-
(2)
the issuer's likely future development;
-
(3)
activities in the field of research and development;
-
(4)
the information concerning acquisitions of own shares prescribed by the United Kingdom provisions which implemented6 article 24(2) of Directive 2012/30/EU4;
-
(5)
the existence of branches of the issuer; and
-
(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:
Responsibility statements
-
(1)
Responsibility statements must be made by the persons responsible within the issuer.
-
(2)
The name and function of any person who makes a responsibility statement must be clearly indicated in the responsibility statement.
-
(3)
For each person making a responsibility statement, the statement must set out that to the best of his or her knowledge:
- (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
- (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.
- (a)
[Note: article 4(2)(c) of the TD]
Reporting format
5The annual financial report must be prepared using the single electronic reporting format specified in the TD ESEF Regulation7 as amended from time to time.
[Note: article 4(7) of the TD]