7.14 Drafting slips in the 2024 Directors' Report and responsibility statement
UK Company A · a UK-listed medical technology group · Drafting slip
In brief
The 2024 Directors' Report cites section 417 of the Companies Act 2006, the business review section that no longer has effect, gives a former director's departure date as [date] where the remuneration report gives [date], and the responsibility statement's list of the pages that make up the Directors' Report starts at page 175 although the report itself begins on page 174.
The evidence, as filed
Further pages withheld to protect the company’s identity (five): Annual Report 2024, page 177; Annual Report 2025, page 196; Annual Report 2025, page 162; Annual Report 2025, page 184; Annual Report 2024, page 174. 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.
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 '[wording masked] 2006'; [name] 'until their resignation on ... [date]'; Directors' Report 'comprising pages ... [n]–[n]'. | What the rule requires 'complied with sections 414A to 414D'; [date] throughout; '[n]–[n]'. |
Why it matters
Cosmetic; the stale statutory reference and the page list define what the directors approved as their report, so both should be exact.
Exposure
Drafting only.
Our workings
Each evidence row quotes one slip and its note gives the correction. None affects any figure.
Management’s best defence, and our reply
The company could say the s417 reference is a carried-forward phrase whose meaning is clear and that a one-day difference in a departure date affects nothing. That is right, which is why these are drafting slips rather than findings.
The fix
- Replace 's417' with 'sections 414A to 414D', use [date] for the former director, and list the Directors' Report as pages 174–177 in the responsibility statement.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Section 417 (business review) no longer has effect; the strategic report is governed by sections 414A-414D | Document | Annual Report 2024, page 177 |
| 2 | [name] departure date given as [date] | Document | Annual Report 2024, page 177 |
| 3 | The remuneration report (pages 153, 164, 165, 166) gives [date] | Document | Annual Report 2024, page 164 |
| 4 | The list of Directors' Report pages starts at [n] | Document | Annual Report 2024, page 179 |
| 5 | The Directors' Report begins on page 174 (index, share capital and Articles), so the list should read [n]–[n] | Document | Annual Report 2024, page 174 |
| 6 | The 2025 Directors' Report repeats the citation of section 417 (business review), which no longer has effect; the strategic report is governed by sections 414A to 414D | Document | Annual Report 2025, page 196 |
| 7 | The Directors' Report sends the reader to page 162 for directors' shareholdings | Document | Annual Report 2025, page 196 |
| 8 | Page [n] is the remuneration policy's performance share plan multiplier, not a shareholdings table | Document | Annual Report 2025, page 162 |
| 9 | The Executive Directors' shareholdings table is on page 184, so the reference should read pages 184 and 186 | Document | Annual Report 2025, page 184 |
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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