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Click here to view amending instruments for this sectionLR 9.8 Annual 1financial report1

2[Note: LR 9.8 does not apply to a listed company with a financial year ending before 30 September 2013, or to a listed company with a financial year ending on or after 30 September 2013 whose annual financial report has been made public on or before 13 December 2013. As set out in LR TR 11, a listed company with a financial year ending before 30 September 2013, or a listed company with a financial year ending on or after 30 September 2013 whose annual financial report has been made public on or before 13 December 2013, must instead comply with the requirements set out in LR App 2.]
LR 9.8.1
20/01/2007
1[deleted]1
LR 9.8.2
20/01/2007
1[deleted]1
LR 9.8.3
20/01/2007
1[deleted]1

Information to be included in annual report and accounts

LR 9.8.4
16/05/2014
FCA
1In addition to the requirements set out in DTR 4.1 a listed company1 must include in its annual financial report1, where applicable, the following:
(1) a statement of the amount of interest capitalised by the group during the period under review with an indication of the amount and treatment of any related tax relief;
(2) any information required by LR 9.2.18 R (Publication of unaudited financial information);
(3) 3[deleted]3
(4) details of any long-term incentive schemes as required by LR 9.4.3 R;
(5) details of any arrangements under which a director of the company has waived or agreed to waive any emoluments from the company or any subsidiary undertaking;
(6) where a director has agreed to waive future emoluments, details of such waiver together with those relating to emoluments which were waived during the period under review;
(7) in the case of any allotment for cash of equity securities made during the period under review otherwise than to the holders of the company's equity shares in proportion to their holdings of such equity shares and which has not been specifically authorised by the company's shareholders:
(a) 4the classes of shares allotted and for each class of shares, the number allotted, their aggregate nominal value and the consideration received by the company for the allotment;4
(b) the names of the allottees, if less than six in number, and in the case of six or more allottees a brief generic description of each new class of equity holder (e.g. holder of loan stock);
(c) the market price of the allotted securities on the date on which the terms of the issue were fixed; and
(d) the date on which the terms of the issue were fixed;
(8) the information required by paragraph (7) must be given for any unlisted major subsidiary undertaking of the company;
(9) where a listed company has listed shares in issue and is a subsidiary undertaking of another company, details of the participation by the parent undertaking in any placing made during the period under review;
(10) details of any contract of significance subsisting during the period under review:
(a) to which the listed company, or one of its subsidiary undertakings, is a party and in which a director of the listed company is or was materially interested; and
(b) between the listed company, or one of its subsidiary undertakings, and a 3controlling shareholder3;
(11) details of any contract for the provision of services to the listed company or any of its subsidiary undertakings by a 3controlling shareholder3, subsisting during the period under review, unless:
(a) it is a contract for the provision of services which it is the principal business of the shareholder to provide; and
(b) it is not a contract of significance;
(12) details of any arrangement under which a shareholder has waived or agreed to waive any dividends;3
(13) where a shareholder has agreed to waive future dividends, details of such waiver together with those relating to dividends which are payable during the period under review3; and3
(14) 3a statement made by the board:
(a) that the listed company has entered into any agreement required under LR 9.2.2AR (2)(a); or
(b) where the listed company has not entered into an agreement required under LR 9.2.2AR (2)(a):
(i) a statement that the FCA has been notified of that non-compliance in accordance with LR 9.2.23 R; and
(ii) a brief description of the background to and reasons for failing to enter into the agreement that enables shareholders to evaluate the impact of non-compliance on the listed company; and
(c) that:
(i) the listed company has complied with the independence provisions included in any agreement entered into under LR 6.1.4BR (1) or LR 9.2.2AR (2)(a) during the period under review;
(ii) so far as the listed company is aware, the independence provisions included in any agreement entered into under LR 6.1.4BR (1) or LR 9.2.2AR (2)(a) have been complied with during the period under review by the controlling shareholder or any of its associates; and
(iii) so far as the listed company is aware, the procurement obligation (as set out in LR 6.1.4CR (2)(a) or LR 9.2.2BR (2)(a)) included in any agreement entered into under LR 6.1.4BR (1) or LR 9.2.2AR (2)(a) has been complied with during the period under review by a controlling shareholder; or
(d) where an independence provision included in any agreement entered into under LR 6.1.4BR (1) or LR 9.2.2AR (2)(a) or a procurement obligation (as set out in LR 6.1.4CR (2)(a) or LR 9.2.2BR (2)(a)) included in any agreement entered into under LR 6.1.4BR (1) or LR 9.2.2AR (2)(a) has not been complied with during the period under review:
(i) a statement that the FCA has been notified of that non-compliance in accordance with LR 9.2.24 R; and
(ii) a brief description of the background to and reasons for failing to comply with the relevant independence provision or procurement obligation that enables shareholders to evaluate the impact of non-compliance on the listed company.
LR 9.8.4A
16/05/2014
FCA
3Where an independent director declines to support a statement made under LR 9.8.4R (14)(a) or (c), the statement must record this fact.
LR 9.8.4B
16/05/2014
FCA
3Where a listed company's annual financial report contains a statement of the type referred to in LR 9.8.4R (14)(b) or (d), the FCA may still take any action it considers necessary in relation to the underlying breach by the listed company of LR 9.2.2AR (2)(a) or LR 9.2.2G R.
LR 9.8.4C
16/05/2014
FCA
3The listed company's annual financial report must include the information required under LR 9.8.4 R in a single identifiable section, unless the annual financial report includes a cross reference table indicating where that information is set out.
LR 9.8.5
01/07/2005
FCA
A listed company need not include with the annual report and accounts details of waivers of dividends of less than 1% of the total value of any dividend provided that some payment has been made on each share of the relevant class during the relevant calendar year.

Additional information

LR 9.8.6
13/12/2013
FCA
In the case of a listed company incorporated in the United Kingdom, the following additional items must be included in its annual 1financial report1:
(1) a statement setting out all the 5interests (in respect of which transactions are notifiable to the company under DTR 3.1.2 R) 5of each person who 5is5a4 director of the listed company 445as at the end of5 the period under review including:
(a) all changes in the 5interests of each director that have occurred between the end of the period under review and a date not more than 4one month prior to the date of the notice of the annual general meeting; or
(b) if there have been no changes in the period described in paragraph (a), a statement that there have been no changes in the 5interests of each director5.5
5Interests of each director includes the interests of 5 connected persons of which the listed company is, or ought upon reasonable enquiry to become, aware.54
(2) a statement showing6 the interests disclosed to the listed company in accordance with DTR 5 as at the end of the period under review and:6
(a) 4444576all interests disclosed to the listed company in accordance with DTR 5 that have occurred between the end of the period under review and a date not more than one month prior to the date of the notice of the annual general meeting; or6
(b) 6if no interests have been disclosed to the listed company in accordance with DTR 5 in the period described in (a), a statement that no changes have been disclosed to the listed company.6
(3) a statement made by the directors that the business is a going concern, together with supporting assumptions or qualifications as necessary, that has been prepared in accordance with 8Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009, published by the Financial Reporting Council in October 2009;8
(4) a statement setting out:
(a) details of any shareholders authority for the purchase, by the listed company of its own shares that is still valid at the end of the period under review;
(b) in the case of purchases made otherwise than through the market or by tender to all shareholders, the names of sellers of such shares purchased, or proposed to be purchased, by the listed company during the period under review;
(c) in the case of any purchases made otherwise than through the market or by tender or partial offer to all shareholders, or options or contracts to make such purchases, entered into since the end of the period covered by the report, information equivalent to that required under Part 929of Schedule 7 to the 9Large & Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) (Disclosure required by company acquiring its own shares etc)9; and
(d) in the case of sales of treasury shares for cash made otherwise than through the market, or in connection with an employees' share scheme, or otherwise than pursuant to an opportunity which (so far as was practicable) was made available to all holders of the listed company's securities (or to all holders of a relevant class of its securities) on the same terms, particulars of the names of purchasers of such shares sold, or proposed to be sold, by the company during the period under review;
(5) a statement of how the listed company has applied the 10Main Principles10 set out in the 11UK Corporate Governance Code11, in a manner that would enable shareholders to evaluate how the principles have been applied;11
(6) a statement as to whether the listed company has:
(a) complied throughout the accounting period with all relevant provisions set out in the 11UK Corporate Governance Code;11 or
(b) not complied throughout the accounting period with all relevant provisions set out in the 11UK Corporate Governance Code 11and if so, setting out:
(i) those provisions, if any it has not complied with;
(ii) in the case of provisions whose requirements are of a continuing nature, the period within which, if any, it did not comply with some or all of those provisions; and
(iii) the company's reasons for non-compliance; and
(7) a report to the shareholders by the Board which contains the information1212set out in LR 9.8.8 R.
LR 9.8.6A
06/10/2007
FCA
(1) 5The effect of LR 9.8.6R (1) is that a listed company is required to set out a 'snapshot' of the total interests of a director and his or her connected persons, as at the end of the period under review (including certain information to update it as at a date not more than a month before the date of the notice of the annual general meeting). The interests that need to be set out are limited to those in respect of which transactions fall to be notified under the notification requirement for PDMRs in DTR 3.1.2 R. Persons who are directors during, but not at the end of, the period under review need not be included.
(2) A listed company unable to compile the statement in LR 9.8.6R (1) from information already available to it may need to seek the relevant information, or confirmation, from the director himself, including that in relation to connected persons, but would not be expected to obtain information directly from connected persons.
LR 9.8.7
13/12/2013
FCA
An overseas company with a13 premium listing13 must 13include 13in its annual report and accounts13 the information in LR 9.8.6R (5), LR 9.8.6R (6) and LR 9.8.8 R12.13131313
LR 9.8.7A
06/04/2010
FCA
(1) 13An overseas company with a premium listing that is not required to comply with requirements imposed by another EEA State that correspond to DTR 7.2 (Corporate governance statements) must comply with DTR 7.2 as if it were an issuer to which that section applies.
(2) An overseas company with a premium listing which complies with LR 9.8.7 R will be taken to satisfy the requirements of DTR 7.2.2 R and DTR 7.2.3 R, but (unless it is required to comply with requirements imposed by another EEA State that correspond to DTR 7.2) must comply with all of the other requirements of DTR 7.2 as if it were an issuer to which that section applies.

Report to shareholders

LR 9.8.8
13/12/2013
FCA
The report to the shareholders by the Board required by LR 9.8.6R (7) must contain 12details of the unexpired term of any director's service contract of a director proposed for election or re-election at the forthcoming annual general meeting, and, if any director proposed for election or re-election does not have a directors' service contract, a statement to that effect.1212124124612

Information required by law

LR 9.8.9
13/12/2013
FCA
The requirements of LR 9.8.6R (6)12 relating to corporate governance are additional to the information required by law to be included in the listed company's annual report and accounts.

Auditors report

LR 9.8.10
06/08/2010
FCA
A listed company must ensure that the auditors review each of the following before the annual report is published:
(1) LR 9.8.6R (3) (statement by the directors that the business is a going concern); and
(2) the parts of the statement required by LR 9.8.6R (6) (corporate governance) that relate to the following provisions of the 11UK Corporate Governance Code:11
(a) C.1.1;11
(b) C.2.1;11 and
(c) C.3.1 to C.3.7.11
LR 9.8.11
13/12/2013
FCA
[deleted]121212
LR 9.8.12
13/12/2013
FCA
[deleted]1214

Strategic report with supplementary information14

LR 9.8.13
13/12/2013
FCA
Any strategic report with supplementary information provided to shareholders1414 by a listed company as permitted under section 426 of 14the Companies Act 4459520069, must disclose:
(1) earnings per share; and
(2) the information required for a strategic report 1212 set out in or under9 the Companies Act 4459520069 and the supplementary material required under section 426A of the Companies Act 200614.