14 - Transparency

• The registers required to be kept by a company are:

  1.       The Register of Members

  2.       The Register of Directors

  3.       The Register of Directors’ Residential Addresses

  4.       The Register of Secretaries

  5.       The Register of Interests Declared

  6.       The Register of People with Significant Control

  7.       The Register of Overseas Entities
• Public companies are required to lay their annual accounts before a general meeting (usually the AGM)
• Every company must send a copy of its annual accounts and reports for each financial year to every member, every debenture holder and every person who is entitled to receive notice of general meetings.
• Small companies may prepare abridged accounts instead of full accounts, if all the members consent.
• A parent company must also prepare group accounts for each financial year.
• A company’s annual reports consist of:

  ·         The Strategic Report (small companies excluded)

  ·         The Directors’ Report

  ·         The Auditor’s Report (small companies excluded)

  ·         The Directors’ Remuneration Report (quoted companies only)
• The purpose of the strategic report is to inform the members of the company and help them assess how the directors have performed their duty under section 172
• All companies, other than micro-entities, must produce a directors' report.
• The directors of a quoted or traded company must prepare a directors' remuneration report.
• A statutory audit is the legally mandated auditing of a company's accounts
• An internal audit is an audit of the company's processes and systems
• The following companies do not require audited accounts:

  ·         Small companies

  ·         Subsidiary companies meeting certain conditions

  ·         Dormant companies

  ·         Non-profit making companies that are subject to a public sector audit
• A person who is not eligible cannot act as a company's auditor and to do so is a criminal offense
• For private companies, there is an automatic re-appointment process for auditors, however this is not the case for public companies.
• Auditor remuneration is fixed by those who appoint the auditors.
• CA2006 grants the auditors with powers, including:

  ·        Right of access, at all times, to the company’s books, accounts and vouchers

  ·        Right to require specified persons (officers and employees) to provide such information and explanations as the auditor thinks necessary for the performance of their duties
• An auditor can face contractual, tortious and criminal liability.
• Auditors can be removed from office by resignation, removal, rotation or replacement
• In accordance with the Disclosure Guidance and Transparency Rule 4.1 within 4 months of the company's financial year end, they must publish an annual financial report and it must remain publicly available for 10 years.
• A confirmation statement is a statement confirming that all required information has been delivered or will be delivered at the same time as the confirmation statement
• Failure to deliver a confirmation statement is a criminal offense.