Office of Public Sector Information
10. In section 444A of the Companies Act 2006 (filing obligations of companies entitled to small companies exemption in relation to directors’ report)(5), for subsection (4) substitute—
“(4) The copy of the auditor’s report delivered to the registrar under this section must—
(a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or
(b) if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.”.
11.—(1) The Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008(6) are amended as follows.
(2) In regulation 12 (definition of “provisions”)—
(a) omit “and” at the end of paragraph (b), and
(b) at the end of paragraph (c) insert—
“, and
(d) section 841(2)(a) (Companies Act accounts: provisions to be treated as realised losses) in that Part.”.
(3) After paragraph 5 of Schedule 7 (interpretation of term “provisions”) insert—
6. The specified provisions for the purposes of section 841(2)(a) of the 2006 Act (Companies Act accounts: treatment of provisions as realised losses) are provisions of any of the kinds mentioned in paragraphs 1 and 2 of this Schedule.”.
12.—(1) The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008(7) are amended as follows.
(2) In regulation 12 (definition of “provisions”)—
(a) omit “and” at the end of paragraph (b), and
(b) at the end of paragraph (c) insert—
“, and
(d) section 841(2)(a) (Companies Act accounts: provisions to be treated as realised losses) in that Part.”.
(3) For paragraph 13(2)(b) of Schedule 8 (quoted companies: directors’ remuneration report: directors’ pensions) substitute—
“(b) the transfer value, calculated in accordance with regulations 7 to 7E of the Occupational Pension Schemes (Transfer Values) Regulations 1996(8), of the person’s accrued benefits under the scheme at the end of the relevant financial year;”.
(4) After paragraph 7 of Schedule 9 (interpretation of term “provisions”) insert—
8. The specified provisions for the purposes of section 841(2)(a) of the 2006 Act (Companies Act accounts: treatment of provisions as realised losses) are provisions of any of the kinds mentioned in paragraphs 1 and 2 of this Schedule.”.
Name
Economic and Business Minister,
Department for Business, Enterprise and Regulatory Reform
Date
(This note is not part of the Regulations)
These Regulations implement in part Directive 2006/46 of the European Parliament and the Council of 14th June 2006 amending Council Directives 78/660/EEC on the annual accounts of certain types of companies, 83/349/EEC on consolidated accounts, 86/635/EEC on the annual accounts and consolidated accounts of banks and other financial institutions and 91/674/EEC on the annual accounts and consolidated accounts of insurance undertakings (OJ L 224, 16.8.2006, page 1). The Directive is also implemented by the Companies Act 2006 (Amendment) (Accounts and Reports) Regulations 2008 (S.I. 2008/393), the Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008 (S.I. 2008/409), the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (S.I. 2008/410), and by the Financial Services Authority using powers under the Financial Services and Markets Act 2000 (c.8).
Annex C of the Disclosure Rules and Transparency Rules Sourcebook (Corporate Governance Rules) Instrument 2008 made by the Financial Services Authority on 26th June 2008 (FSA 2008/32) requires certain publicly traded companies to prepare a corporate governance statement in implementation of articles 1.7 and 2.2 of Directive 2006/46.
Part 2 of the Regulations implements the Directive’s requirements that where the corporate governance statement is a separate statement and not part of the directors’ report, it must be filed with the registrar of companies and the auditor must give an opinion as to whether the information required to be shown in the statement as to internal control and risk management systems in relation to the financial reporting process and certain disclosures required by the Takeovers Directive (Directive 2004/25/EEC) is consistent with the annual accounts for the year in question. For the remaining information in the corporate governance statement, the auditor must check that the statement has been produced.
Part 3 of the Regulations amends Part 15 of the Companies Act 2006 (accounts and reports) and regulations made under that Part.
Regulation 10 amends section 444A of the Companies Act 2006 by revoking a provision requiring signature of the auditor’s report that will become spent on 1st October 2009.
Regulation 11 amends regulation 12 of, and Schedule 7 to, the Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008 (S.I. 2008/409) to specify provisions for the purposes of section 841(2)(a) of the Companies Act 2006 (treatment of provisions as realised losses). Regulation 12(1), (2) and (4) makes the corresponding amendments to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (S.I. 2008/410).
Regulation 12(3) updates a cross-reference in paragraph 13 of Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (quoted companies: directors’ remuneration report).
A transposition note has been prepared which sets out how Directive 2006/46 is transposed into UK law. An Impact Assessment of the effect that the implementation of Directive 2006/46 will have on the costs of business, charities or voluntary bodies has also been prepared. Both are available from the Department for Business, Enterprise and Regulatory Reform, Corporate Law and Governance Directorate, 1 Victoria Street, London SW1. They are also available electronically at www.berr.gov.uk. Copies have also been placed in the libraries of both Houses of Parliament. Otherwise, an Impact Assessment has not been produced for these Regulations as they have only a negligible impact on the costs of business, charities or voluntary bodies.
Section 444A was inserted by regulation 6(7) of S.I. 2008/393. Back [5]
S.I. 2008/409. Back [6]
S.I. 2008/410. Back [7]
S.I. 1996/1847; regulations 7 to 7E were inserted by regulation 4 of S.I. 2008/1050. Back [8]
The Companies Act 2006 (Accounts, Reports and Audit) Regulations 2009