UK Law and Practice Contributed by: Gareth Sykes, James Palmer, Isobel Hoyle and Hannah Whitney, Herbert Smith Freehills Kramer
der diversity statistics, and board consideration of employee and supplier matters. The strategic report may also contain key performance indi - cators on various financial and non-financial matters. Companies which are “public interest entities” (that is, companies whose transferable securities are admitted to trading on a regu - lated market, insurers and credit institutions) with more than 500 employees, are required to include prescribed non-financial information in their strategic report. The required information includes: • disclosures in relation to anti-corruption and anti-bribery matters, environmental matters, employees, social matters and respect for human rights; • a description of the company’s policies in relation to the non-financial matters; • the principal risks relating to the non-financial matters arising in connection with the com - pany’s operations; and • TCFD-aligned climate-related financial disclo - sures. The climate-related financial disclosure require - ments also apply to all companies with a turno - ver of more than GBP500 million and over 500 employees. As noted above ( 2.2 ESG Consider- ations ), it is anticipated that the climate-related financial disclosures will in the future be aligned to the ISSB disclosure standards, rather than to the TCFD regime. The directors’ report is now, in practice, a reposi - tory for a number of miscellaneous statutory dis - closures, including in relation to the directors, company constitution, share capital and political donations. See 4.11 Disclosure of Payments to Directors/ Officers for discussion of the content require -
ments of the directors’ remuneration report; and see 6.2 Disclosure of Corporate Govern- ance Arrangements for discussion of the con - tent requirements of the corporate governance statement. The UK government is carrying out a review of non-financial reporting requirements and has already made a number of changes to the dis - closures required in the directors’ report and the directors’ remuneration report. Further changes are expected to be consulted on during 2025. For listed companies, the content requirements set out above are supplemented by the provi - sions contained in the Transparency Rules. In particular, these provide that the annual report must include consolidated audited accounts, a management report and a responsibility state - ment. The Transparency Rules require a com - pany to publish an annual report as soon as possible and in any event within four months of the end of each financial year. The Transparency Rules also require listed companies to produce a half-yearly report within three months of the half-year end comprising a condensed set of financial statements, an interim management report and responsibility statements. The Trans - parency Rules also set out the requirements in respect of the format for annual reports, which include that the annual report must be prepared and published in structured electronic format. 6.2 Disclosure of Corporate Governance Arrangements The Governance Code does not have the force of law but, as noted in 1.3 Corporate Govern- ance Requirements for Companies With Pub- licly Traded Shares , pursuant to the Listing Rules, companies listed in the ESCC category are required to report annually on how they have applied the principles of the Governance Code
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