Greene King

UK Corporate Governance Code

Corporate governance has faced immense scrutiny recently following the high-profile collapses of BHS in 2016 and Carillion in January 2018, with MPs, the media and the public blaming the actions of the directors and auditors and all asking the same question… where was the board?

MPs, shareholders and the public have also been asking how effective the Financial Reporting Council’s (FRC) Corporate Governance Code has been in deterring poor corporate governance at the UK’s largest companies, following a raft of corporate failures. In July 2018 the FRC released a new UK Corporate Governance Code, (the Code) for listed companies in the UK. It also issued an update on its Guidance on Board Effectiveness. The Code is applicable to all companies with a premium listing, whether incorporated in the UK or elsewhere.

The new Code applies to accounting periods beginning on or after 1 January 2019, so with that in mind, this Common Practices report looks at how companies have been reporting on the current Code. We look at some good examples of reporting and look at the “explanations” made regarding compliance with the Code. We also discuss what’s new in the 2018 Code to enable readers to prepare for the upcoming changes.

The annual reports of 25 UK listed companies with year-ends between 31 December 2017 and 30 September 2018 were selected at random for review, across a range of industries. The full list of sample companies detailing company name, period end, auditor and industry classification can be found at the end of this report.

Greene King plc Monitor

Greene King plc Annual Report 2018
CR Monitor Issue: 
2019/0109
Company covered: 
Greene King plc
Period End: 
29 April, 2018
Report issued on 14 January 2019 covered the following practice issues:
Pronouncements
Disclosure of the impact of new standards issued or amended but not yet adopted including IFRS 9 “Financial Instruments”, IFRS 15 “Revenue from Contracts with Customers”, and IFRS 16 “Leases”.
Restatement
Change in presentation of pension assets and liabilities on the face of balance sheet.
Pronouncements
Presentation of a reconciliation of movements in net debt following adoption of an amendment to IAS 7 "Statement of cash flows".
Restatement
Restatement of non- cancellable operating lease commitments for comparative period.
Restatement
Reclassification of asset categories within tangible assets.
Change
Extended disclosure of principal risks including identification of new risk factors.

Segment Reporting

The requirement to disclose information on operating segments has been around for a number of years, firstly under IAS 14 Segment Reporting, and currently under IFRS 8 Operating Segments which has been applicable for entities with publicly traded debt or equity instruments (or those which are about to publicly trade) since 2009.
 
This report looks at the operating segment disclosures in the consolidated financial statements of 20 UK listed companies selected at random.
 

Risk and viability in the strategic report

In light of recent high-profile collapses such as Carillion, the reporting by companies of risks and long-term viability is once again in the spotlight. Investors and other stakeholders expect detailed, specific information in the annual report which clearly sets out the key risks facing the company and the potential impact of these risks on the company’s longer-term viability. This report analyses the consolidated financial statements of 20 UK listed companies to assess the quality of risk and viability reporting in the annual report.

Greene King plc Monitor

Greene King plc Annual Report 2017
CR Monitor Issue: 
2018/0306
Company covered: 
Greene King plc
Period End: 
30 April, 2017
Report issued on 13 March 2018 covered the following practice issues:
Change
Recognition of pension settlement gain.
Change
Audit report disclosure of risks of material misstatement extended.
Pronouncements
Disclosure of new standards issued but not yet effective extended to include disclosure initiative amendment to IAS 7 "Cash flow statements" and IFRIC 23 “Uncertainty over income tax treatments”.
New
Separate Alternative Performance Measures section included.
Change
Identification of new Key performance indicators.

Brexit Disclosures in Listed Company Annual reports

The referendum vote to leave the European Union (EU) has undoubtedly led to uncertainty for business and will potentially have far reaching impacts for companies from many different industries. This report, pulled together in March 2017, focuses on the information that companies have disclosed within their annual reports during the latter half of 2016. It sets out disclosures around risk as well as the disclosure of Brexit impacts which have already been felt and the resulting ramifications.

Operating Lease disclosures under IFRS

This report sets out our findings in respect of a review of the operating lease disclosures when acting as lessee of 35 companies listed on the London stock exchange. We consider a number of points including the disclosure, as currently governed under IFRS by IAS 17 “Leases”, of total future minimum lease payments focusing on the assets identified and the time periods presented; disclosure of minimum sublease payments expected to be received; disclosure of lease and sublease payments recognised in the period; and disclosure of the general terms of significant leasing arrangements including contingent rent payable basis, the existence and terms of renewal or purchase options and escalation clauses and restrictions imposed by lease arrangements such as those concerning dividends, additional debt and further leasing. 

Greene King plc Monitor

Greene King plc Annual Report 2016
CR Monitor Issue: 
2016/1201
Company covered: 
Greene King plc
Period End: 
1 May, 2016
Report issued on 5 December 2016 covered the following practice issues:
New
Goodwill linked to significant business acquisition represents expected operating synergies and business opportunities as a result of the increased size of the pub estate.
Change
Off-setting of deferred tax liabilities against deferred tax assets introduced.
New
Off-market contract liabilities recognised for the first time following a business acquisition.
Change
Additional reportable segments identified following business acquisition.
Change
Additional disclosures in the auditors’ report about conclusions provided to audit committee.