Corporate governance disclosure checklist
For periods commencing on or after 1 October 2012
This checklist sets out the corporate governance disclosure requirements of the UK Corporate Governance Code and the Irish Corporate Governance Annex (“ISE Annex”) for reporting periods commencing on or after 1 October 2012.
The UK Corporate Governance Code was revised in September 2012 and applies to accounting periods commencing on or after 1 October 2012. The ISE Annex was published in December 2010 and requires companies with a primary listing on the main market of the Irish Stock Exchange to comply or explain against the ISE Annex in respect of accounting periods commencing on or after 18 December 2010. This checklist covers those aspects of the Code and ISE Annex that deal with the disclosures required to be made by the Board. It does not cover all the other requirements of the Code, which govern processes within the company.
Securities and Exchange Commission (SEC) registrants will need to give consideration to the additional US requirements, including those arising from the Sarbanes-Oxley Act.
This disclosure checklist does not include material on:
- the detailed requirements for disclosure of directors’
- the detailed disclosure requirements for a recommended
ASB best practice Operating and Financial Review. A Deloitte
checklist is available to download: Operating and Financial
Review Disclosure Checklist (280kb PDF) here.
“Current corporate governance disclosures are complex and come from a variety of sources,” said Gerry Fitzpatrick, Head of Audit at Deloitte.
“Anything that makes life easier for hard pressed company secretaries and their Boards to get their disclosures right is to be welcomed. Deloitte is particularly pleased to make this checklist available on a pro bono basis.”
About Corporate Governance Disclosure requirements
Companies with a listing on the main securities market of the Irish Stock Exchange are required to state in their annual report whether they comply with the UK Corporate Governance Code and the Irish Corporate Governance Annex. Where they do not comply they are required to give a fulsome explanation. In addition Irish law (SI 450 of 2009 as amended by SI 83 of 2010) impose legal requirements on certain companies (those meeting the definition of “public interest entities”) regarding the content of their corporate governance disclosures. The disclosures required are complex and the variety of sources setting out the requirements make corporate governance reporting a cumbersome and complex process. As a result it is often difficult to determine whether the disclosures are fully in compliance with the variety of rules that may apply.