The Section 172(1) Statement and UK Public Companies

Published

Mar 29 2020

Written By

Senior Associate
China

I am a senior associate in the corporate group of Bird & Bird resident in Hong Kong, with extensive experience working in the London office.

Clive Hopewell

Partner
UK

As a partner in our International Corporate Group based in London, I head up the International Capital Markets Practice across the firm.

Practices

Corporate

Countries

With the AGM season for many UK public companies fast approaching, we have had a number of clients raising questions about the new requirement for a “s.172 statement” to be included in their Annual Reports.

By way of reminder, the Companies (Miscellaneous Reporting) Regulations 2018 (the "Miscellaneous Reporting Regulations") introduced the requirement for certain UK companies to include a statement which describes how the directors have had regard to the matters set out in section 172(1) of the Companies Act 2006 (the "Companies Act") in their strategic report, for financial years commencing on or after 1 January 2019. This article considers how this requirement will apply to UK public companies.

Section 172(1) of the Companies Act sets out the matters that a director of a company must have regard to in fulfilling his or her duty to promote the success of the company, which include the interests of various stakeholders.

Please read our PDF covering S.172 in detail and the consequences for failure to include a S172(1) Statement.