7.10 Seven drafting slips in the 2024 risk report, viability statement, stakeholder pages and section 172 statement
UK Company A · a UK-listed medical technology group · Drafting slip
In brief
Seven small slips appear in the 2024 narrative pages: a German site name misspelt, a misspelt word, a [date] date where the sequence on the page and the 2025 report point to [date], a scenario linked to a principal risk that does not exist, the interim dividend described as declared in pence although the Company declares dividends in [currency unit], a director's name misspelt, and the section 172(1)(f) heading referring to members of the Group rather than of the Company. None changes an audited figure; most were corrected in the 2025 report, but the section 172 heading recurs.
The evidence, as filed
Screenshot withheld to protect the company’s identity: Annual Report 2024, page 90; Annual Report 2025, page 92; Annual Report 2024, page 35; Annual Report 2025, page 95; Annual Report 2024, page 91; Annual Report 2025, page 115; Annual Report 2024, page 94; Annual Report 2025, page 96; Annual Report 2024, page 95; Annual Report 2025, page 100; Annual Report 2024, page 83; Annual Report 2025, page 114; Annual Report 2024, page 98; Annual Report 2025, page 118; Annual Report 2024, page 27; Annual Report 2025, page 122; Annual Report 2024, page 273; Annual Report 2024, page 106; Annual Report 2024, page 117. Their wording or layout could lead back to the company even with names and figures masked; the evidence list below records what each page shows.
What the report shows, and what the rule requires
| What the annual report shows | What the rule requires |
|---|---|
| What the annual report shows p.90 '[name]'; p.91 'monitisation'; p.94 final principal risks approved 'in [date]' after a [date] final review; p.95 Scenario 2 linked to 'Foreign exchange', which is not one of the principal risks listed on p.83; p.98 interim dividend 'declared' at [n] pence (the declared amount was [n] [currency unit]); p.98 '[name]'; p.117 'act [wording masked]' | What the rule requires [name]; monetisation; [date] (if that is when the Audit Committee and Board approved the final 2024 principal risks); the principal risk 'Financial markets'; an interim dividend declared at [n] [currency unit] ([n] pence when paid in sterling); [name]; 'act fairly as between members of the Company' |
The rule
Companies Act 2006, section 172(1)(f)
Version relied on: Companies Act 2006, revised text on legislation.gov.uk as in force for the financial year reviewed
the need to act fairly as between members of the company
Why it applies here: the [date] date appears not to have been rolled forward - on the same page the Executive Committee reviewed the draft 2024 principal risks in November and the final disclosures in [date], so a Board approval of the final list in [date] would precede its own draft; the 2025 report gives [date] for the same step.
Why it matters
No audited figure or statutory conclusion changes; the slips reduce the polish of narrative pages that the Board approved as part of the Strategic Report and governance report, and the section 172 heading misstates the statutory duty it reports on.
Exposure
Drafting only; no regulatory consequence expected.
Our workings
each slip is quoted from the page image in the evidence rows, with the correct form taken from another page of the same report or from the 2025 report.
The dividend wording matters only as a label: the shareholder information section states that [wording masked] [currency unit] since 2005, and the [n] pence is the sterling payment figure in its table. The section 172(1)(f) heading departs from the statutory words, although the body text correctly speaks of acting fairly between shareholders.
Management’s best defence, and our reply
Management could say the [date] date is correct because the Board set the risk appetite and approved the 2024 principal risks at the start of 2024, and that [n] pence is the figure UK shareholders receive. That reading leaves the page describing a final approval before its own draft, and it conflicts with the Company's statement that dividends are declared in [currency unit]; the slips are therefore kept as drafting points only.
The fix
- Correct the spellings, date the final approval of the principal risks in the month it happened, link scenarios only to listed principal risks, describe the interim dividend as 'declared at [n] [currency unit] ([n] pence when paid in sterling)', and retitle the section 172(1)(f) heading 'Acting fairly as between members of the Company'.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Global supply chain risk: the German site name is misspelt | Document | Annual Report 2024, page 90 |
| 2 | The same site spelt correctly elsewhere in the report | Document | Annual Report 2024, page 35 |
| 3 | Intellectual property risk: 'monitisation' misspelt | Document | Annual Report 2024, page 91 |
| 4 | Corrected spelling in the 2025 report | Document | Annual Report 2025, page 92 |
| 5 | Viability Statement process: draft in [date], final disclosures in [date] | Document | Annual Report 2024, page 94 |
| 6 | Final approval dated [date], before the draft it approves | Document | Annual Report 2024, page 94 |
| 7 | The 2025 report dates the same step in the month the report was approved | Document | Annual Report 2025, page 95 |
| 8 | Scenario 2 is linked to a 'Foreign exchange' principal risk | Document | Annual Report 2024, page 95 |
| 9 | The list of principal risks: the financial risks are 'Financial markets' and 'Pricing and reimbursement'; there is no 'Foreign exchange' risk | Document | Annual Report 2024, page 83 |
| 10 | Interim dividend described as declared in pence | Document | Annual Report 2024, page 98 |
| 11 | The interim dividend was [n] [currency unit] per share | Document | Annual Report 2024, page 27 |
| 12 | Dividends are declared in [currency unit]; the pence figure is the sterling payment amount | Document | Annual Report 2024, page 273 |
| 13 | [n] pence is the 2024 interim dividend in the pence-per-share table | Document | Annual Report 2024, page 273 |
| 14 | Director's name misspelt under the listening-session quotation | Document | Annual Report 2024, page 98 |
| 15 | Correct spelling in the Board biographies | Document | Annual Report 2024, page 106 |
| 16 | Section 172(1)(f) heading refers to members of the Group | Document | Annual Report 2024, page 117 |
| 17 | The same heading recurs in the 2025 section 172 statement | Document | Annual Report 2025, page 115 |
| 18 | Viability scenarios table: stray full stop splits the principal risk name '[wording masked]' | Document | Annual Report 2025, page 96 |
| 19 | Code compliance table heading misnames the Code section 'Composition, succession and evaluation' (named correctly on the contents page p.97 and the committee pages) | Document | Annual Report 2025, page 100 |
| 20 | Section 172 statement: should read 'our decisions have' (same slip in the 2024 report) | Document | Annual Report 2025, page 114 |
| 21 | Customers and suppliers panel carries the shareholders paragraph that also appears, correctly, in the shareholders panel on p.119 | Document | Annual Report 2025, page 118 |
| 22 | Governments and regulators panel misnames [wording masked] Act 2023 (same slip in the 2024 report) | Document | Annual Report 2025, page 122 |
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.
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