The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005

Objective and contents of operating and financial review

9.  After Schedule 7 to the 1985 Act insert—

“SCHEDULE 7ZAOperating and financial review

Review objective

1.  An operating and financial review must be a balanced and comprehensive analysis, consistent with the size and complexity of the business, of—

(a)the development and performance of the business of the company during the financial year,

(b)the position of the company at the end of the year,

(c)the main trends and factors underlying the development, performance and position of the business of the company during the financial year, and

(d)the main trends and factors which are likely to affect the company’s future development, performance and position,

prepared so as to assist the members of the company to assess the strategies adopted by the company and the potential for those strategies to succeed.

Other general requirements

2.  The review must include—

(a)a statement of the business, objectives and strategies of the company;

(b)a description of the resources available to the company;

(c)a description of the principal risks and uncertainties facing the company; and

(d)a description of the capital structure, the treasury policies and objectives and the liquidity of the company.

Details of particular matters

3.—(1) To the extent necessary to comply with the general requirements of paragraphs 1 and 2, the review must comply with paragraphs 4 to 6.

(2) If the review does not contain information and analysis of each kind mentioned in paragraphs 4 and 5, it must state which of those kinds of information and analysis it does not contain.

4.—(1) The review must include—

(a)information about environmental matters (including the impact of the business of the company on the environment),

(b)information about the company’s employees, and

(c)information about social and community issues.

(2) The review must, in particular, include —

(a)information about the policies of the company in each area mentioned in sub-paragraph (1), and

(b)information about the extent to which those policies have been successfully implemented.

5.  The review must also include —

(a)information about persons with whom the company has contractual or other arrangements which are essential to the business of the company; and

(b)information about receipts from, and returns to, members of the company in respect of shares held by them.

6.—(1) The review must include analysis using financial and, where appropriate, other key performance indicators, including information relating to environmental matters and employee matters.

(2) In sub-paragraph (1), “key performance indicators” means factors by reference to which the development, performance or position of the business of the company can be measured effectively.

Reference to and explanation of company’s accounts

7.  To the extent necessary to comply with the general requirements of paragraphs 1 and 2, the review must, where appropriate, include references to, and additional explanations of, amounts included in the company’s annual accounts.

Compliance with standards

8.  The review must—

(a)state whether it has been prepared in accordance with relevant reporting standards, and

(b)contain particulars of, and reasons for, any departure from such standards.

Application of Schedule to group operating and financial review

9.  In relation to a group operating and financial review this Schedule has effect as if the references to the company (other than the last such reference in paragraph 1) were references to the company and its subsidiary undertakings included in the consolidation.”