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 7.2.8AR and6 DTR 7.2.10 R.
The corporate governance statement must contain a reference to the following, where applicable4:
state in its directors’ report where the relevant corporate governance code is publicly available; and
where 4it departs from that corporate governance code, explain which parts of the corporate governance code it departs from and the reasons for doing so.
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.
In the FCA's view, the information specified in Provisions 14, 20, 23, 26, 35 and 417 of the UK Corporate Governance Code1 and paragraph 63 of the ‘Guidance on Board Effectiveness’ published by the Financial Reporting Council in July 20187 will satisfy the requirements of DTR 7.2.7 R, except as regards a description of the composition of the issuer’s administrative, management and supervisory bodies and their committees7.111122132
5The corporate governance statement must contain a description of:
the diversity policy applied to the issuer’s administrative, management and supervisory bodies with regard to aspects such as, for instance, age, gender, or educational and professional backgrounds;
the objectives of the diversity policy in (a);
how the diversity policy in (a) has been implemented; and
the results in the reporting period.
If no diversity policy is applied by the issuer, the corporate governance statement must contain an explanation as to why this is the case.
[Note: article 20(1)(g) of the Accounting Directive]
- (2) 4
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 financial reporting process for the undertakings included in the consolidation, taken as a whole4. 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.
4An issuer that elects to include its corporate governance statement in a document publicly available on the issuer's website to which reference is made in the directors’ report as permitted by DTR 7.2.9R(2) must provide the information required by DTR 7.2.10R in that document.