The main purpose of the Companies (Accounting) Act 2017 (the “2017 Act”) was to transpose the requirements of the Accounting Directive1 by amending the Companies Act 2014. The 2017 Act also amends the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) to provide that issuers whose securities are admitted to trading on a regulated market must have their financial statements audited and their management reports prepared in accordance with the requirements of the Accounting Directive.

The requirements of the Accounting Directive were supplemented by an amending directive on EU non-financial reporting2 which means that these undertakings must:

  • have their financial statements audited in accordance with the Accounting Directive’s general auditing requirements and prepare their corporate governance statements under the Accounting Directive;
  • if the undertaking is a “qualifying undertaking”3, also include a description of the undertaking’s diversity policy or state the reason why no such description is included;
  • have their consolidated management report drawn up in accordance with the Accounting Directive which includes an obligation on all qualifying undertakings to prepare a consolidated non-financial statement with information on the group’s position and the impact of its activity in relation to, at a minimum, environmental, social and employee matters, respect for human rights, anti-corruption and bribery matters;
  • for non-consolidated accounts, have their management report drawn up in accordance with the Accounting Directive which includes an obligation on qualifying undertakings to include a non-financial statement on the undertaking’s position and the impact of the undertaking’s activity in relation to, at a minimum, environmental, social and employee matters, respect for human rights, anti-corruption and bribery matters.

These requirements must be complied with by undertakings with respect to their financial years commencing on or after 1 January 2017.