Corporate Reporting and Company Law

Author: Charlotte Villiers
Publisher: Cambridge University Press
ISBN: 9781107406537
Published In: August 2012
Format: Paperback , 360 pages
Jurisdiction: U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Contents
Author

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The importance of disclosure as a regulatory device in company law is widely recognized. This 2006 book explores the disclosure requirements of companies in their reporting activities, and seeks to bring together the main features of the reporting system. The book considers the theoretical basis of the corporate reporting system and describes the regulatory framework for that system. It explores financial reporting and 'narrative' reporting, highlighting the fact that financial reporting requirements are more substantially developed than narrative reporting requirements - a consequence of the shareholder-centred vision that persists in company law. The roles of those responsible for providing corporate reports and those entitled to receive such information are examined. The book concludes with some broad suggestions for future development, with particular focus on the need to recognize the relevance of the communicative role of corporate reporting. The use of new technology also presents both challenges and opportunities for improving the regime.

• Provides an overall view and assessment of the whole company law disclosure regime

• Takes a new look at the area by approaching it from the perspective of information and discourse theory

• Makes some broad suggestions for future development, with particular focus on the need to recognize the relevance of the communicative role of corporate reporting

Preface		page xi
Table of legislation		xv
Table of cases		xix

	Introduction	1

PART I: GENERAL ISSUES
1	Disclosure theory and the limitations of corporate reports	13
	Introduction	13
	Summary of the disclosure system in English Company Law	13
	Is a mandatory corporate disclosure system necessary?	16
	Criticisms of corporate information and disclosure	33
	Why do these problems exist with company reports?	35
	Conclusion	36

2	The regulatory framework	37
	Introduction	37
	Legislative requirements	39
	Non-statutory mandatory requirements	42
	Non-mandatory provisions	50
	Conclusion	52

3	Persons responsible for presenting corporate reports and information	53
	Introduction	53
	Those who provide the information: the company secretary and the directors	54
	Directors	57
	The gatekeepers: non-executive directors and auditors	68
	Conclusion	83

4	Users of corporate reports	85
	Different potential recipients of company information	86
	The predicament involved in recognising a variety of users	91
	Possible theoretical and legal models for the company	92
	Competing or companion claims to information?	98
	Conclusion	103

5	The Companies Register	105
	The role of Companies House	105
	Information required by Companies House when a company is formed	106
	Information required to be sent to the registrar during a company's life	108
	Documents to be delivered to the registrar upon the company's liquidation or insolvency	111
	Information relating to oversea companies	113
	The importance of the companies registrar for disclosure	114
	Modernising the First Company Law Directive	117
	European and international developments on the role of the Companies Registrar	119
	Conclusion	120

PART II:FINANCIAL REPORTING
6	Financial reporting	125
	Introduction	125
	Statutory reporting requirements	125
	Professional standards	137
	Conclusion	158

7	International aspects of financial reporting	161
	Introduction	161
	The development of an international financial reporting regime	161
	European steps towards international standards	163
	The new accounting legislation	166
	The new accounting regime	168
	Role of the IASB	172
	International Financial Reporting Standards	173
	Implementation	176
	US standards come closer	176
	7.10 Conclusion	177

8	Disclosure in securities markets regulation	179
	Introduction	179
	Reasons for mandatory disclosure in the securities markets	180
	Disclosure requirements in the securities market in the UK	181
	Mutual recognition provisions	185
	Developments under the European Financial Services Action Plan 1999	185
	Remedies for false or misleading information	195
	Conclusion	199

PART III: NARRATIVE REPORTING

9	The Operating and Financial Review	205
	Introduction	205
	Development of the new statutory OFR	206
	Policy and theoretical basis for the OFR	208
	Regulatory structure	209
	Principles of the OFR	210
	Contents of the OFR	210
	Confidentiality	215
	Impact of the OFR requirements on directors' duties	216
	Directors' liability	219
	What would the OFR have meant for the role of the auditor?	221
	Users	223
	Enforcement of the OFR requirements	225
	Conclusion	226

10	Social and environmental reporting	228
	Introduction	228
	Definitions	230
	What are the objectives of social and environmental reporting and accounting?	232
	Regulatory approaches to social and environmental reporting	234
	Features of environmental and social reporting	244
	Poor quality of reporting	245
	The voluntary framework	247
	Should social and environmental reporting be linked to financial measures?	251
	Role of auditors in social and environmental reporting	253
	Sustainability reporting	257
	1Conclusion	260

11	Corporate reporting and employees	262
	Introduction	262
	Human capital reporting	264
	Why has human capital reporting not developed in the same way as financial reporting?	266
	What are the features of human capital reporting?	269
	What are the potential benefits of human capital reporting?	271
	What are the potential limits of human capital reporting?	275
	Other jurisdictions?	278
	What is the appropriate way forward?	281
	Employee involvement in corporate decision-making	286
	Conclusion	290

PART IV: A WAY FORWARD
12	Conclusions – rethinking the disclosure agenda	295
	Introduction	295
	A communicative approach	297
	Organising the stakeholders	308
	Electronic communication	309

Bibliography		311
Index		325