Reports of Board of Directors: - Sumi Gupta

Reports
of
Board of Directors
- Sumi Gupta
CONTENTS
01 Meaning of Directors Report
02 Purpose of Reports of Board of Directors
03 Report of Board of Directors as per company Act 2063 ( Nepal)
04 Report of Board of Directors as per company Act 2006 ( UK)
05 Content in the Report
06 Directors Responsibility
07 Conclusion
01
Meanin
g
The Director's Report is a
formal document prepared
by the directors of a company
that provides an overview
of the company's
performance, financial
position, and future
prospects. It is typically
included as part of the
company's annual report
and is presented to the
shareholders at the annual
general meeting.
The Director's Report usually includes
the following key components:
• Financial Performance
• Operational Review
• Corporate Governance
• Future Outlook
• Risk Management
• Sustainability and CSR
• Dividends and Shareholder Returns
• Auditor's Report
02
DIRECTORS
RESPONSIBILIT
Y
• responsible for the overall management and
operations of the company: includes the
development and implementation of the
company's business strategy, as well as the day-
to-day running of the business
• responsible for ensuring that the company

complies with all relevant laws and regulations
• ensures that the company complies with all

applicable laws and regulations, and the financial
statements are accurate and complete
• The director carries out the company's operations

safely and efficiently and looks for employees to
be treated fairly and with respect.
03
Purpose of
Director’s
Report
The directors' report is a report prepared by the directors of a
company and presented to the shareholders at the annual
general meeting.
•Informing Members:
•Assessing Directors' Performance:
•Providing a Business Review:
•Transparency and Accountability:
•Compliance with Legal Requirements:
•Encouraging Good Corporate Practices:
•Providing Strategic Insights:

Benefits of Director’s Report
It provides a clear and concise overview of the company's activities and
performance over a given period.
It helps to improve communication between the board of directors and
shareholders.
It can help to identify any potential problems or areas of concern within the
company.
It can help to build shareholder confidence in the company and its
management.
It can be used to highlight any potential risks to the company's future
success.
It can help to improve communication between the board and shareholders.
It can provide an opportunity for the board to explain its strategy and plans.
It can give shareholders and other interested parties an insight into the
company's performance and progress.
It can help to build confidence in the company and its management.
04
Report of Board of Directors as
per company Act 2063 ( Nepal)
84. Provisions
on sending
86. Board of
abstract of 85.
directors and
financial Registration
number of
statement to number to be
directors
shareholders mentioned
79.
Preparation of Section 108 Section 121
documents for Section 165 Section 122
annual general
meeting
The Director's Report is an
important communication tool
that provides shareholders
and other stakeholders with a
comprehensive understanding
of the company's performance
and prospects. It helps in
promoting transparency,
accountability, and trust in
the company's management
and operations.
05
Report of Board
of Directors as
per company Act
2006 ( UK)
Company Act 1985
Directors' Report: Key Points under Section 234
1. Obligation to Prepare a Report
Directors must prepare a report for each financial year.
2. Contents of the Report
Business Review:
Fair review of the development of the company's business and its subsidiary
undertakings.
Position of the company and subsidiaries at the end of the financial year.
Dividend Recommendation:
Amount recommended to be paid as a dividend.
Directors:
Names of persons who were directors during the financial year.
Principal Activities:
Main activities of the company and its subsidiaries.
Any changes in those activities.
Requirements from Schedule 7
Part I: General Matters
Directors' interests in shares or debentures of the company or any group company.
Gifts or donations over £200 made for charitable or political purposes.
Part II: Acquisition of Own Shares
Disclosure of any acquisition by the company of its own shares during the year.
Part III: Employment of Disabled Persons
Company policy on employment, recruitment, and training of disabled persons (applies if over 250
employees).
Part V: Employee Involvement
Actions taken to encourage employee involvement:
Providing information on matters of concern.
Consulting employees or their representatives for decision-making.
Encouraging employee involvement through share schemes (applies if over 250 employees).
Part VI: Payment of Creditors
Company policy and practice on the payment of creditors (applies to public companies and certain
private companies).
Legal Consequences
Offence and Penalty:
Non-compliance results in an offence and directors are
liable to a fine.
Defence:
Directors can defend themselves by proving they took
all reasonable steps to ensure compliance.
Approval and Submission

Report must be approved by the board of directors.
Signed by a director or company secretary.
Laid before the company in general meeting.
Delivered to the Registrar.
Directors' Report: Key Points under the Companies Act 2006
1. Obligation to Prepare a Report (s 415)
Directors must prepare a report for each financial year.
Failure to comply is an offence committed by directors who did not take all reasonable
steps to secure compliance.
2. General Contents of the Report (s 416)
Director Information:
Names of persons who were directors during the financial year.
Principal Activities:
Principal activities of the company during the year.
Dividends:
Amount recommended to be paid by way of dividend (excluding small companies).
3. Business Review (s 417)
Purpose:
Inform members and help assess directors' performance in promoting company success
(s 172).
- Contents:
Fair review of the company’s business
Description of principal risks and uncertainties.
Balanced and comprehensive analysis of business development,

performance, and position.
- Additional Requirements for Quoted Companies:

Trends and factors likely to affect future development,
performance, and position.
Information on environmental matters, employees, social and

community issues.
Information on essential contractual or other arrangements.

• Key Performance Indicators:
• Financial and, where appropriate,
other key performance indicators.
• Medium-sized companies exempt
from non-financial information
requirements.
• Exclusions:
• No disclosure of information on
impending developments or
negotiations if prejudicial.
4. Statement on Disclosure to Auditors (s 418)
Applies unless exempt from audit requirements.
Contents:
Statement that directors are not aware of any relevant audit
information.
Steps taken by directors to ensure auditor awareness.
Obligations:
Directors must exercise reasonable care, skill, and diligence.
False Statements:
Offence if a false statement is knowingly or recklessly included.
5. Approval and Signing (s
419)
Report must be approved by the
board of directors.
Signed on behalf of the board by
a director or the company
secretary.
Small Companies Regime:

Report must state if prepared
under this regime.
06
CONTENT
OF THE
REPORT
The contents of a director’s report requirements may vary depending on
the company and the needs of the jurisdiction in which the company
operates. However, some of the typical contents of a director’s report
include:
Business Review: A summary of the company’s activities during the

reporting period, including significant events or developments.
Financial Review: A summary of the company’s financial performance

during the reporting period, including revenue, profit, and cash flow. This
section may also discuss the company’s financial position, liquidity, and
capital resources.
Strategic Review: Discuss the company’s strategic objectives and

progress towards achieving them. This section may also include
information about the company’s markets, competitors, and other factors
that may impact its prospects.
Governance Review: A discussion of the company’s corporate governance
practices, including its board structure, management practices, and policies
related to ethics and social responsibility.
Risk Review: An overview of the company’s risks, including those related to its
operations, finances, and reputation. This section may also discuss the
company’s risk management practices.
Future Outlook: Discuss the company’s prospects, including any plans for
growth, investments, or other strategic initiatives.
Other Disclosures: Other disclosures required by law or regulation, such as

environmental or social impact disclosures, may also be included in the
director’s report.
07 CONCLUSION
The Directors' Report provides a detailed analysis of the company's financial and
operational performance over the financial year. It includes a business review,
financial summary, and strategic insights, offering shareholders and stakeholders a
clear picture of the company's achievements and challenges.
By disclosing essential information such as directors' interests, principal activities,
and risk management practices, the Directors' Report promotes transparency and
accountability. It ensures that shareholders are well-informed about the
company's operations and governance, thereby fostering trust and confidence in
the management.
The report ensures that the company complies with relevant laws and regulations, such
as the Companies Act 2006 (UK) and the Companies Act 2063 (Nepal). It includes
mandatory disclosures, such as recommendations for dividends, employee involvement,
and payment of creditors, thus fulfilling statutory obligations and avoiding legal penalties.
Weinstein, Smith and Keenan’s
REFERENCES
company law, 15th ed.
2. Simon Goulding, Company Law, 2nd

ed.
3.
https://khatabook.com/blog/directors
-report-of-company/#:~:text=A
%20Director's%20Report%20is
%20a,the%20plans%20of%20the
%20company.
THANK
YOU!
CREDITS: This presentation template was created by Slidesgo, including icons by Flaticon and infographics & images by Freepik

Reports of Board of Directors: - Sumi Gupta

Uploaded by

Copyright:

Available Formats

Reports of Board of Directors: - Sumi Gupta

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Reports of Board of Directors: - Sumi Gupta

Uploaded by

Copyright:

Available Formats

Reports

• responsible for ensuring that the company

• ensures that the company complies with all

• The director carries out the company's operations

•Assessing Directors' Performance:

•Providing a Business Review:

•Transparency and Accountability:

•Compliance with Legal Requirements:

•Encouraging Good Corporate Practices:

•Providing Strategic Insights:

Approval and Submission

Description of principal risks and uncertainties.

Balanced and comprehensive analysis of business development,

- Additional Requirements for Quoted Companies:

Information on environmental matters, employees, social and

Information on essential contractual or other arrangements.

Small Companies Regime:

Business Review: A summary of the company’s activities during the

Financial Review: A summary of the company’s financial performance

Strategic Review: Discuss the company’s strategic objectives and

Other Disclosures: Other disclosures required by law or regulation, such as

2. Simon Goulding, Company Law, 2nd

You might also like

Pfad - The Proxy pFad of © 2024 Garber Painting. All rights reserved.