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160 | Environmental and social transparency under the Companies Act 2006Notes | 161mental and social matters ‘where appropriate’, to the extent necessary for an understandingof the development, performance or position of the company’s business.12At the time of his appointment, it was reflected in the accounting press that he “shouldprovide some topical experience in today’s political climate” (Dan Martin, ‘Seven heavyweightssign up for the FRRP’ AccountingWEB.co.uk (13 March 2007)).13FRRP website, ‘Panel Members’ (accessed Nov 2009) .14KPMG website, ‘What We Do: Market Sectors: Mining’ (accessed Nov 2009) .15OIAC website, ‘About Us’ (accessed Nov 2009) .16FRRP website, ‘FAQs’ (accessed Nov 2009) .17Financial Reporting Review Panel, ‘Review Findings and Recommendations 2008’ (2008),p. 4.18Ibid., p. 15.19Ibid., p. 16.20“(1) The Secretary of State may make provision by regulations about— (d) the obligations ofcompanies and others as regards— (iii) the laying of accounts and reports before the companyin general meeting, (2) The regulations may amend this Part by adding, altering or repealingprovisions”.21s 473 Companies Act 2006.22“Where regulations or orders under this Act are subject to “affirmative resolution procedure”the regulations or order must not be made unless a draft of the statutory instrumentcontaining them has been laid before Parliament and approved by a resolution of each Houseof Parliament”.23s 437 Companies Act 2006.24s 310 Companies Act 2006.25While there is no statutory provision that shareholders must have the right to attend theAGM, in practice it is highly unlikely that any company would seek to disenfranchise theirshareholders or a class of them in such a way. For further discussion see Annex 6.3.1 andnote 349.26s 324 Companies Act 2006. Proxies also have some rights in relation to resolutions atgeneral meetings. See Annex 6 for further details.27This view is supported by a range of key stakeholders, including ethical institutionalinvestors (Interview Perry Rudd and Matt Crossman, Research Team, Rathbone Greenbank(Telephone, 15 October 2008)).28s 417(2) Companies Act 2006.29s 172 Companies Act 2006.30s 172 Companies Act 2006 requires that directors must have regard to considerations suchas ‘the impact of the company’s operations on the community and the environment’, and‘the desirability of the company maintaining a reputation for high standards of businessconduct’ when deciding how best to ‘promote the success of the company’.31s 333 Companies Act 2006; s 298 Companies Act 2006.32See Annex 6 for further discussion.33D Zetzsche, ‘Virtual Shareholder Meetings and the European Shareholder Rights Directive- Challenges and Opportunities’ CBC-RPS No. 0029 (26 June 2007).34Access could be vetted by the same body established to govern the access of persons whohave been negatively affected by company activities.35See section 430 Companies Act 2006.ChaptersChapter 136However, it is important to note that annual accounts and reports have long been recognizedas also being for the use of current or potential creditors (Company Law Review SteeringGroup, ‘Modern Company Law for a Competitive Economy: The Strategic Framework’(February 1999) p. 115), and that the ‘directors’ report’, prior to the Companies Act 2006,was viewed in the legislative reform process as containing requirements for ‘public interest’reporting (Company Law Review Steering Group, ‘Modern company law for a competitiveeconomy: Developing the Framework’ (March 2000) p. 158).37Directors’ must also prepare a directors’ remuneration report, under s 420 CompaniesAct 2006, to provide transparency as to the setting of directors’ pay. However, this is notdirectly relevant to this review and so will be omitted from discussion.38s 396 Companies Act 2006.39s 415 Companies Act 2006.40s 417(2) Companies Act 2006. Section 172 Companies Act 2006 provides that a director ofa company must act in the way he considers, in good faith, would be most likely to promotethe success of the company for the benefit of its members as a whole, and in doing so haveregard (amongst other matters) to — (a) the likely consequences of any decision in the longterm; (b) the interests of the company’s employees; (c) the need to foster the company’s businessrelationships with suppliers, customers and others; (d) the impact of the company’soperations on the community and the environment; (e) the desirability of the companymaintaining a reputation for high standards of business conduct; and (f) the need to actfairly as between members of the company.