Environmental and social transparency under the ... - ClientEarth

174 | Environmental and social transparency under the Companies Act 2006Notes | 175216Metrics used to help an organization define and measure progress toward organisationalgoals.217BERR, ‘Companies Act 2006 Table of Commencement Dates’.218Specifically in exercise of powers under sections 396(3), 404(3), 409(1) to (3), 412(1) to (3),416(4), 421(1) and (2), 445(3)(a) and (b), 677(3)(a), 712(2)(b)(i), 831(3)(a), 832(4)(a), 836(1)(b)(i) and 1292(1)(a) and (c) Companies Act 2006.219The Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008 SI2008/409, apply to ‘small companies’ (see note 49) in the UK.220In exercise of powers under section 416(4) Companies Act 2006. Requirements includeto disclose matters: of a general nature (relating to asset values, political donations andexpenditure, charitable donations, financial instruments, R&D); regarding acquisition ofits own shares; concerning employment of disabled persons; employee involvement; policyand practice on payment of creditors; specific to certain publicly traded companies.221s 85 Climate Change Act 2008. The precise scope of these reporting requirements was yetto be decided at time of writing.222We will also see below that listed companies in the EU are required to prepare theirconsolidated accounts in accordance with IAS.223Council Regulation (EC) 1606/2002 of 19 July 2002 on the application of internationalaccounting standards [2002] OJ L243/1.224See Annex 1.2.1.225IAS 1 Presentation of Financial Statements, Paragraph 89.226Europa Press Release, ‘Accounting standards: Commission adopts consolidated text ofIFRS applicable in the EU’ (5 November 2008).227Ibid. At time of writing the full text was in force, but had not yet been published; onlythe accepted draft was available.228IAS 1 Presentation of Financial Statements, Paragraph 1.229Under section 74(4) Financial Services and Markets Act 2000, as the competent authorityunder Part VI of that Act.230It is also authorised by section 1269 Companies Act 2006 to make rules relating to theimplementation of European Community obligations of companies wishing to be tradedin the UK.231The DTRs implement the requirements of a range of EU directives, most notably the EU‘Transparency Directive’ (Council Directive (EC) 2004/109 on the harmonisation of transparencyrequirements in relation to information about issuers whose securities are admittedto trading on a regulated market and amending Directive 2001/34/EC [2004] L390/38),and (in the context of environmental and social reporting), the ‘Accounts ModernisationDirective’ (Council Directive (EC) 2003/51 amending Directives 78/660/EEC, 83/349/EEC,86/635/EEC and 91/674/EEC on the annual and consolidated accounts of certain typesof companies, banks and other financial institutions and insurance undertakings [2003]L178/16). These will be examined in considerable detail in Annex 3 below.232Financial Services Authority, ‘Disclosure Rules and Transparency Rules’, DTR TP1, p.1.233DTR 4.1.1. Broadly, this is the State in which the company has its head or registeredoffice. See the FSA Handbook Glossary for further detail.234Within the rules, R denotes a binding rule, while G denotes guidance (which replaces allprevious FSA guidance on the issues).235DTR 4.1.6(1)(b).236DTR 4.1.6(1)(a).237s 417(5) Companies Act 2006.238In any case, the requirements of the two regimes are identical, so it is of little bearing.239s 385 Companies Act 2006 provides that a ‘quoted’ company for its purposes is anyUK-based company that is (i) quoted on the official list of the London Stock Exchange, (ii)officially listed in an EEA State, or (iii) admitted to dealing on either the New York StockExchange or the National Association of Securities Dealers Automated Quotations.240London Stock Exchange Website, ‘About AIM’ (accessed Nov 2009) .241Ibid.242AIM companies incorporated in an EEA country are required to use IAS.243London Stock Exchange, ‘Aim Rules for Companies’ (February 2007), Rule 19.244The London Stock Exchange have, however, published Guidance for mining, oil and gascompanies, reportedly to address any concerns that such companies on the AIM are toospeculative (Charles Russell LLP, ‘AIM Rules for Companies: Guidance for Mining, Oil andGas Companies’ (March 2006)). In particular, this guidance sets out expectations for ongoingprovision of ‘exploration drilling updates’, to keep investors updated of the prospectsfor the company.245Unless they are classed as ‘small’ and therefore subject to the Small Companies Regime.246s 417 Companies Act 2006.247For the purposes of this review the full text of these exemptions is disproportionatelylong, so it will instead be summarised.248European Economic Area.