Corporate governance

Brexit Disclosures

As the Brexit uncertainty continues, we look at how Brexit has been disclosed in a sample of FTSE 350 annual report and accounts.

As things currently stand, ‘exit day’ is still scheduled to be on 29 March 2019, although the likelihood of this date slipping appears to be increasing. The Government has issued the statutory instrument (SI 2019/145), Accounts and Reports (Amendment) (EU Exit) Regulations 2018, which effectively cuts the UK’s ties with the EEA (European Economic Area). The changes proposed will be made to the Companies Act 2006 and secondary legislation, making EEA states third countries under UK law. The Government has also issued another SI The Statutory Auditors and Third Country Auditors(Amendment) (EU Exit) Regulations 2019 dealing with statutory auditors and third country auditors. 

The Government has issued a number of additional pieces of guidance on how companies should operate in the event of a no-deal Brexit occurring on 29 March, on topics ranging from competition, insolvency and intellectual property, to the recognition of professional qualifications.

The Financial Reporting Council (FRC) and the Department for Business, Energy and Industrial Strategy (BEIS) have published letters for auditors and accountants to share information in case there is no deal for leaving the EU by Friday 29 March 2019.

It remains to be seen when these changes will actually come into force, and if further discussions with the European Union will change proposals that have been made. Needless to say our technical team will follow developments closely and ensure legislation and commentaries on the Croner-i Tax and Accounting platform are updated as soon as possible.

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.

Rightmove plc Monitor

Rightmove plc Annual Report 2017
CR Monitor Issue: 
2018/0703
Company covered: 
Rightmove plc
Period End: 
31 December, 2017
Report issued on 03 July 2018 covered the following practice issues:
Pronouncements
Disclosure of the impact of new standards including quantification in respect IFRS 16 "Leases".
Change
Disclosure of financial statement key significant issues in audit committee report.
Change
Assets in progress identified as separate class of property plant and equipment.
Restatement
Restatement of investing cash flows within cash flow statement.
Change
Discussion of key audit matters included in audit report.

The Sage Group plc Monitor

The Sage Group plc Annual Report 2016
CR Monitor Issue: 
2017/0707
Company covered: 
The Sage Group plc
Period End: 
30 September, 2016
Report issued on 17 July 2017 covered the following practice issues:
Change
Designation as "Exceptional (non-recurring) items" identified as a significant accounting and reporting matter in corporate governance report.
Change
'Changes in finance systems and processes' identified as a risk of material misstatement by auditors.
Pronouncements
Un-quantified disclosure added regarding impact of impending revenue recognition standard.
Change
Newly acquired 20.7% holding in investment accounted for as an associate using the equity method.
New
Flowchart added to directors remuneration report showing amended conditions attached to performance share plan.
New
Directors remuneration report enhanced by inclusion of remuneration at a glance section.

Compass Group PLC Monitor

Compass Group PLC Annual Report 2016
CR Monitor Issue: 
2017/0701
Company covered: 
Compass Group PLC
Period End: 
30 September, 2016
Report issued on 4 July 2017 covered the following practice issues:
Change
Discussion of corporate social responsibility framed in terms of UN set sustainable development goals.
Change
Disclosures added on evaluation of board performance by external independent party.
Change
Directors remuneration report enhanced by inclusion of remuneration summary.
Change
Greater clarity given in respect of description of provision class.
Restatement
Reporting segments restated following a change in management structure.

Sky plc Monitor

Sky plc Annual Report 2016
CR Monitor Issue: 
2017/0603
Company covered: 
Sky plc
Period End: 
3 July, 2016
Report issued on 06 June 2017 covered the following practice issues:
Change
"Brexit" identified within principal risk disclosures.
Change
Disclosure of non-compliance with the UK Corporate Governance Code.
Change
Disclosure of the introduction of clawback provisions in respect of directors remuneration.
Change
Disclosure of discontinued operations extended to include fair value gain on retained interest.
Change
Financial statements presented for 53 week period.
Pronouncements
Discussion of the impacts of new leasing and revenue standards.

Marston's PLC Monitor

Marston's PLC Annual Report 2016
CR Monitor Issue: 
2017/0307
Company covered: 
Marston's PLC
Period End: 
1 October, 2016
Report issued on 21 March 2017 covered the following practice issues:
Change
Tabular disclosure of principal risks extended to include new risk factors in respect of “business continuity” and “health and safety, including food hygiene”.
Change
Deferred tax liabilities and deferred tax assets are presented in the balance sheet after offsetting.
Pronouncements
Disclosure of changes in non-audit services policy.
Change
Clarity of corporate governance disclosures enhanced through the use of a diagram showing the governance framework.

Cranswick plc Monitor

Cranswick plc Annual Report 2016
CR Monitor Issue: 
2016/1109
Company covered: 
Cranswick plc
Period End: 
31 March, 2016
Report issued on 21 November 2016 covered the following practice issues:
New
Post balance sheet date acquisition disclosed.
New
Goodwill impairment calculated based on value in use of cash-generating unit.
Change
Enhanced auditors’ report presentation as a result of the inclusion of tables and graphs
New
Clarity of corporate governance disclosures enhanced through the use of graphs showing director length of tenure, expertise and sexual diversity balance.
Change
Presentation of strategic report is changed to include identification of strategic pillars.

Mothercare plc Monitor

Mothercare plc Annual Report 2016
CR Monitor Issue: 
2016/1011
Company covered: 
Mothercare plc
Period End: 
26 March, 2016
Report issued on 21 October 2016 covered the following practice issues:
Change
Viability statement looking forward for three years presented.
Restatement
Material restructuring costs presented in aggregate with impairment reversal as an exceptional item.
Pronouncements
Presentation of full list of subsidiaries.

Experian plc Monitor

Experian plc Annual Report 2016
CR Monitor Issue: 
2016/1001
Company covered: 
Experian plc
Period End: 
31 March, 2016
Report issued on 3 October 2016 covered the following practice issues:
Change
Change in income statement format to include non-GAAP measures.
Change
Amortisation expense split into "Benchmark" and "Non-benchmark" expense.
Change
Extended corporate governance code disclosures.
New
Disclosure of contingent liability following data security breach.
Restatement
Contingent consideration included in fair value hierarchy represents correction of a prior year error.
Change
Related party disclosures extended to include transactions with pension plan.