PREPARING YOUR ANNUAL REPORT AND AGM NOTICE

This briefing highlights the issues for listed companies to be aware of as they prepare for their 2014 AGM and the publication of their annual report and accounts.

A key focus for many UK listed companies at this time of year is finalising their annual report and notice of annual general meeting.

This briefing focuses on the major developments over the last twelve months which impact on financial years ending on or after 30 September 2013.

There have been a number of changes affecting the annual report and the resolutions to be put to the AGM. The annual report must now include a strategic report, and UK incorporated quoted companies must include additional disclosures on

gender,
human rights and
greenhouse gas emissions.
The new directors’ remuneration regime requires a directors’ remuneration report with expanded content and a new shareholder voting regime in relation to directors’ pay.

Also included a note of future developments which are already in the pipeline, to allow decisions this year to take account of potential new requirements as far as possible.

This briefing should be read in conjunction with our earlier detailed briefings

on the new narrative reporting regime http://sites.herbertsmithfreehills.vuturevx.com/37/5526/landing-pages/42330766-2.pdf

and

the new directors’ remuneration regime. http://sites.herbertsmithfreehills.vuturevx.com/43/5274/landing-pages/directors-remuneration-briefing—02072013.pdf

Key Changes

Companies required to produce a strategic report instead of a business review
Additional disclosure obligations for quoted companies including disclosures on human rights, greenhouse gas emissions and gender diversity
Reporting compliance with the 2012 edition of the Governance Code
Significant changes to the format and content of the directors’ remuneration report
Separate shareholder approvals required at the AGM for the directors’ remuneration report and the directors’ remuneration policy

Briefing Table of Contents