UK Law and Practice Contributed by: Gareth Sykes, James Palmer, Isobel Hoyle and Hannah Whitney, Herbert Smith Freehills Kramer
6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Companies are required to publish an annual report and accounts for each financial year, unless an exemption applies. A public com - pany must do so within six months of the end of its financial year, whereas a private company must do so within nine months. The Compa - nies Act sets out the content requirements of the annual report and accounts, which is sup - plemented by various regulations, including The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended). Generally, the Companies Act requires the annual report and accounts to comprise a directors’ report, financial state - ments and, for companies above a certain size threshold, a strategic report. Quoted companies are also required to include a directors’ remu - neration report. Listed companies also include a corporate governance statement discussing their corporate governance arrangements. The purpose of the strategic report is to inform members of the company and help them assess how the directors have performed their duty under Section 172 (duty to promote the success of the company). It must contain a fair review of the company’s business and a description of the principal risks and uncertainties facing the company. It must also contain an analysis of the development and performance of the company’s business during the financial year and the position of the company’s business at the end of the year, consistent with the size and complexity of the business. Certain companies must also include in the report a statement of how the directors applied the principles of Sec - tion 172 during the financial year, information on their environmental impact, workforce gen -
5.5 Disclosure by Shareholders in Publicly Traded Companies Any shareholder whose interest in the voting rights of a publicly traded company reaches, exceeds or falls below 3%, 4%, 5% and each 1% threshold thereafter must disclose this to the company, which must notify the market. Where the company is listed on the LSE’s Main Market, the shareholder must also send a notification to the FCA. The Takeover Code (which governs takeovers and mergers in the UK) requires that for any pub - lic listed company, if any person, or group of persons acting in concert, acquires 30% or more of the company’s voting rights, they will trigger an obligation to make a general takeover bid to acquire the remainder of the shares. All companies incorporated in the UK are required to maintain a register of persons with significant control (PSCs), which is effectively a register of beneficial ownership, and register the details of its PSCs with Companies House. It is worth noting that the ECCTA will introduce iden - tity verification requirements for all existing and new PSCs (expected to commence from autumn 2025, see 4.1 Board Structure ), with a view to improving transparency around ownership and control in UK corporate structures. Disclosure obligations have also been extended in relation to the beneficial ownership of overseas compa - nies which own, or wish to own, land or prop - erty in the UK and which are now required to be entered on a register held by Companies House.
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