The directors of a company, excluding micro-entities, have a duty to prepare a directors’ report under s415 of the Companies Act 2006.
For most companies, a directors’ report must include: the names of the persons who, at any time during the financial year, were directors of the company; the amount (if any) that the directors recommend should be paid by way of dividend; and a statement in respect of disclosures provided to the auditors.
If the company has taken advantage of the small companies exemption in preparing the directors’ report, it does not have to contain the statement as to the amount that the directors recommend be paid by way of dividend. If taking up the small companies exemption, the directors’ report must contain a statement above the director’s or secretary’s signature and printed name to that effect.
For further information on the reporting simplifications available to companies that qualify for the small companies regime, click here.
The additional information required in the directors’ report will depend on whether a company is small, medium-sized, large or quoted.
These additional requirements are set out in:
- SI 2008/409 The Small Companies and Groups (Accounts and Directors' Report) Regulations 2008.
- SI 2008/410 The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
Recent regulatory changes also introduced new reporting requirements in the directors’ reports for large companies. These include requirements on:
The directors’ report must be approved by the board of directors and signed on behalf of the board by a director or secretary of the company.