Company Law Reform Bill [HL]

moved Amendment No. 196:"Leave out Clause 395 and insert the following new Clause—" ““CONTENTS OF DIRECTORS’ REPORT: BUSINESS REVIEW (1)   Unless the company is subject to the small companies’ regime, the directors’ report must contain a business review. (2)   The purpose of the business review is to inform members of the company and help them assess how the directors have performed their duty under section 156 (duty to promote the success of the company). (3)   The business review must contain— (a)   a fair review of the company’s business, and (b)   a description of the principal risks and uncertainties facing the company. (4)   The review required is a balanced and comprehensive analysis of— (a)   the development and performance of the company’s business during the financial year, and (b)   the position of the company’s business at the end of that year, consistent with the size and complexity of the business. (5)   In the case of a quoted company the business review must, to the extent necessary for an understanding of the development, performance or position of the company’s business, include— (a)   the main trends and factors likely to affect the future development, performance and position of the company’s business; and (b)   information about— (i) environmental matters (including the impact of the company’s business on the environment), (ii) the company’s employees, and (iii) social and community issues, including information about any policies of the company in relation to those matters and the effectiveness of those policies. If the review does not contain information of each kind mentioned in paragraph (b)(i), (ii) and (iii), it must state which of those kinds of information it does not contain. (6)   The review must, to the extent necessary for an understanding of the development, performance or position of the company’s business, include— (a)   analysis using financial key performance indicators, and (b)   where appropriate, analysis using other key performance indicators, including information relating to environmental matters and employee matters. ““Key performance indicators”” means factors by reference to which the development, performance or position of the company’s business can be measured effectively. (7)   Where a company qualifies as medium-sized in relation to a financial year (see sections 448 to 450), the directors’ report for the year need not comply with the requirements of subsection (6) so far as they relate to non-financial information. (8)   The review must, where appropriate, include references to, and additional explanations of, amounts included in the company’s annual accounts. (9)   In relation to a group directors’ report this section has effect as if the references to the company were references to the company and its subsidiary undertakings included in the consolidation. (10)   Nothing in this section requires the disclosure of information about impending developments or matters in the course of negotiation if the disclosure would, in the opinion of the directors, be seriously prejudicial to the interests of the company.”” The noble Lord said: My Lords, I beg to move Amendment No. 196. [Amendments Nos. 197 and 198, as amendments to Amendment No. 196, not moved.] On Question, Amendment No. 196 agreed to.