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Environmental and social transparency under the ... - ClientEarth

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vi | <strong>Environmental</strong> <strong>and</strong> <strong>social</strong> <strong>transparency</strong> <strong>under</strong> <strong>the</strong> Companies Act 2006| viirequirements of section 417 Companies Act 2006, <strong>and</strong> explain <strong>the</strong> contentof <strong>ClientEarth</strong>’s proposed regulations.The review also explains why it is in companies’ self-interest to report on<strong>the</strong>se matters accurately <strong>and</strong> fully.The Annexes contain detailed examination <strong>and</strong> explanation of relevantlaw, governance <strong>and</strong> practice, to supplement <strong>the</strong> analysis presented in <strong>the</strong>main body of <strong>the</strong> review.In this review, <strong>the</strong> information <strong>and</strong> analysis is presented in an increasinglevel of depth <strong>and</strong> complexity as <strong>the</strong> book goes on. The most importantpoints are set out in <strong>the</strong> proposals <strong>and</strong> chapters, in summary. The annexes<strong>the</strong>n provide background <strong>and</strong> fur<strong>the</strong>r detail to <strong>the</strong> main body, going backover some of <strong>the</strong> content of <strong>the</strong> main body with supplemental detail <strong>and</strong>legislative quotation, as well as presenting some new subject matter. Theannexes will primarily be of interest to those wishing to go into considerabledepth, <strong>and</strong> to consider <strong>the</strong> broader analysis that has informed <strong>ClientEarth</strong>’sconclusions <strong>and</strong> proposals.ScopeThe Companies Act 2006 is <strong>the</strong> legislative foundation of UK company law.This review focuses on <strong>the</strong> legal framework that it establishes to governcompany reporting. 3The review focuses on <strong>the</strong> annual reporting of public, ‘quoted’ companiesbased in <strong>the</strong> UK. The review is an examination of UK law, <strong>and</strong> while<strong>the</strong> reporting obligations of unquoted companies are discussed to someextent, quoted companies are <strong>the</strong> primary focus, <strong>and</strong> <strong>the</strong> subject of <strong>the</strong>proposed regulation.Quoted companies are required to produce annual accounts <strong>and</strong> reportscovering a wide range of company activities. This review examines<strong>the</strong> extent to which environmental <strong>and</strong> <strong>social</strong> matters fall within <strong>the</strong>serequirements. Reporting of <strong>the</strong>se matters is explicitly required in relationto <strong>the</strong> narrative, contextual annual directors’ reports. Reporting of someenvironmental <strong>and</strong> <strong>social</strong> matters is also required in company financialaccounts (e.g. large liabilities for environmental clean-up). However, thisreview does not lay out in complete detail <strong>the</strong> complex rules <strong>and</strong> contentrequirements relating to financial accounting, or analyse how such mattersrelate to <strong>the</strong>m. Instead <strong>the</strong> broad framework is outlined, <strong>and</strong> <strong>the</strong> focusof analysis is on narrative reporting.The key legal requirements for environmental <strong>and</strong> <strong>social</strong> reporting, <strong>the</strong>‘business review’ of section 417 Companies Act 2006, only came into effectfor company reports for financial years beginning on or after 1 October2007. At time of writing, <strong>the</strong> first reporting cycle subject to <strong>the</strong>se requirementswas yet to be completed. Therefore this review lays out <strong>the</strong> relevantlegal frameworks <strong>and</strong> a range of relevant contextual material, but doesnot in any detail analyse reporting in practice, as most existing reports attime of writing were not prepared in relation to current legal st<strong>and</strong>ards.For details of what <strong>ClientEarth</strong> is doing in relation to reporting practice,please see our website for updates.The review addresses <strong>the</strong> issue of annual accounting <strong>and</strong> reporting.Companies are required by law to provide a range of less detailed interimreports – <strong>the</strong>se requirements are not examined here.

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