An issuer to which this section applies must include a corporate governance statement in its directors’ report. That statement must be included as a specific section of the directors’ report and must contain at least the information set out in DTR 7.2.2 R to DTR 7.2.7 R and, where applicable, DTR 7.2.10 R.
The corporate governance statement must contain a reference to:
[Note: Article 46a(1)(a) first paragraph of the Fourth Company Law Directive]
state in its directors’ report where the relevant corporate governance code is publicly available; and
to the extent that it departs from that corporate governance code, explain which parts of the corporate governance code it departs from and the reasons for doing so.
Where DTR 7.2.2 R (3) applies, the issuer must make its corporate governance practices publicly available and state in its directors’ report where they can be found.
[Note: Article 46a(1)(a) second paragraph and Article 46a(1)(b) of the Fourth Company Law Directive]
The corporate governance statement must contain the information required by paragraph 13(2)(c), (d), (f), (h) and (i) of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) (information about share capital required under Directive 2004/25/EC (the Takeover Directive)) where the issuer is subject to the requirements of that paragraph.
[Note: Article 46a(1)(d) of the Fourth Company Law Directive]
in a separate report published together with and in the same manner as its annual report. In the event of a separate report, the corporate governance statement must contain either the information required by DTR 7.2.6 R or a reference to the directors’ report where that information is made available; or
by means of a reference in its directors’ report to where such document is publicly available on the issuer's website .
[Note: Article 46a(2) first and second sentence of the Fourth Company Law Directive]
Subject to DTR 7.2.11 R, an issuer which is required to prepare a group directors’ report within the meaning of section 415(2) of the Companies Act 2006 must include in that report a description of the main features of the group’s internal control and risk management systems in relation to the process for preparing consolidated accounts. In the event that the issuer presents its own annual report and its consolidated annual report as a single report, this information must be included in the corporate governance statement required by DTR 7.2.1 R.
[Note: Article 36(2)(f) of the Seventh Company Law Directive]