4.02 The Directors' responsibility statement does not name the persons who make it or give their functions
UK Company A · a UK-listed medical technology group · Compliance or disclosure gap
In brief
The Disclosure Guidance and Transparency Rules (DTR) [wording masked]) require the name and function of every person who makes the annual responsibility statement to be clearly indicated in that statement. The 2025 statement reads '[wording masked] knowledge' and is signed only by the Company Secretary 'By order of the Board'; it names no Director and does not refer to the pages that list them. The 2024 statement has the same form, so the point covers both years.
The evidence, as filed
Names, figures, dates, logos and any wording that could be searched back to the company are boxed out in grey; the point is highlighted in yellow.
What the report shows, and what the rule requires
| What the annual report shows | What the rule requires |
|---|---|
| What the annual report shows Responsibility statement headed 'of the Directors', in the first person plural ('We confirm'), signed by the Company Secretary [wording masked] [date] (2024: [date]); no names or functions of the persons making it, and no cross-reference to where they are listed. | What the rule requires The statement identifies who makes it, for example: 'Each of the Directors, whose names and functions are listed on pages 102 to 107, confirms that, to the best of their knowledge: ...', or lists the Directors by name and role beneath it. |
The rule
FCA Handbook, DTR 4.1.12R(1)
Version relied on: FCA Handbook, Disclosure Guidance and Transparency Rules sourcebook, as in force at the financial year end
Responsibility statements must be made by the persons responsible within the issuer
FCA Handbook, DTR 4.1.12R(2)
Version relied on: FCA Handbook, Disclosure Guidance and Transparency Rules sourcebook, as in force at the financial year end
The name and function of any person who makes a responsibility statement must be clearly indicated in the responsibility statement.
Why it applies here: the statement satisfies the content limb (paragraph (3)) but not the identification limb (paragraph (2)); a collective 'We' signed by the Company Secretary, who does not make the statement, does not show which persons are giving the confirmations, and the Directors in office at the approval date can differ from those listed elsewhere for the year.
Why it matters
- Readers cannot see which persons gave the confirmations the transparency rules attach to the annual financial report.
- A form point, cured by one sentence, in both years.
Readers cannot see which persons gave the responsibility confirmations that the transparency rules attach to the annual financial report, and on which the issuer's statutory liability for published information rests.
Exposure
A form defect in the annual financial report; the realistic outcome is an FCA or Financial Reporting Council (FRC) enquiry and an undertaking to correct the next report. No fine is expected for an item of this kind.
Our workings
the statement on page 198 is headed '[wording masked]', opens '[wording masked] knowledge' and gives the two confirmations of the transparency rules; it ends '[wording masked] [date]' with the Company Secretary's signature. The 2024 report prints the same statement in the same form, signed by the Company Secretary on [date] (Annual Report [amount].179). No name or function of any Director appears in either statement, and neither refers the reader to the Board of Directors pages. The rule (paragraphs (1) and (2) of the responsibility-statement rule) requires the statement to be made by the persons responsible within the issuer and the name and function of each such person to be clearly indicated in the statement itself.
The defect is one of form and is cured by one sentence; it is recorded at low severity.
| Requirement (DTR 4.1.12R) | 2025 report | 2024 report (Annual Report [amount].179) |
|---|---|---|
| (1) Statement made by the persons responsible within the issuer | 'We', under the heading 'of the Directors' | Same |
| (2) Name of each person making the statement clearly indicated in it | None given; no cross-reference | None given; no cross-reference |
| (2) Function of each person clearly indicated in it | Only the heading 'of the Directors' | Same |
| (3) True and fair view and fair review confirmations | Given | Given |
| Signature | Company Secretary, by order of the Board, [date] | Company Secretary, by order of the Board, [date] |
Management’s best defence, and our reply
The company could say that the statement is expressly made by 'the Directors', which indicates the function of every person making it, and that the Directors' names and roles are set out in the Board of Directors section, which the Directors' Report index incorporates as the list of Directors in office. It could add that a statement signed by the Company Secretary by order of the Board is a long-standing UK form that the FCA has not challenged. However, the rule asks for the name and function to be clearly indicated in the responsibility statement itself; this statement neither names anyone nor points to the pages where the names appear, and the only person named beside it is the Company Secretary, who does not make the statement. A one-line cross-reference, which many issuers use, would meet the rule; its absence leaves the paragraph (2) requirement unmet in both years.
The fix
- Open the statement with: 'Each of the Directors, whose names and functions are listed on pages 102 to 107, confirms that, to the best of their knowledge: ...', or list the Directors in office at the approval date by name and role beneath the statement.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | The 2025 responsibility statement is headed as made by the Directors collectively | Document | Annual Report 2025, page 198 |
| 2 | The confirmations are given by an unnamed 'We' | Document | Annual Report 2025, page 198 |
| 3 | The statement is signed by the Company Secretary by order of the Board; no Director is named | Document | Annual Report 2025, page 198 |
| 4 | The 2024 statement has the same form and is signed only by the Company Secretary | Document | Annual Report 2024, page 179 |
Absence check
- Document
- Annual Report 2025
- Where it would appear
- [wording masked]
- What is missing
- the name and function of each person making the responsibility statement, or a reference to where they are listed
- Pages looked at
- p.198 (page image of the statement), p.100-105 (Board of Directors), p.194 (Directors' Report index)
- Result
- 'responsibility statement' hits p.198 (the statement itself, which names no one) and p.305 (index entry 'Directors' responsibility statement [n]'); 'names and functions', 'whose names', 'name and function' and 'names are set out' have no hits anywhere in the report. The Board of Directors pages (102-107) list the Directors, and the Directors' Report cross-reference table (page 194) points to them under '[wording masked]', but the responsibility statement itself neither names them nor refers to those pages.
Prepared by Pramanex from the company’s published annual reports, without the company’s involvement, to show how an annual report review reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other assurance engagement, and not legal advice. A regulator-style question is a question, not a conclusion.
Want this on your own annual report, before it is published?
Start with three free findings on your latest published annual report, or talk to us about a fixed-fee pre-publication review.
Your annual report will be in draft before the year-end audit.
Have it read before it is published.
Under NDA, with our reviewer on your insider list under UK MAR.