3.01 The Strategic Report gives the senior-manager and employee gender split only as percentages, not the numbers of persons the Act requires
UK Company B · a UK-listed technology and logistics group · Compliance or disclosure gap
In brief
A quoted company's Strategic Report must show, at the year end, the number of persons of each sex who were directors, senior managers and employees. The Sustainability Report footnote on page 72 says these numbers are shown on page 105, but page 105 gives numbers only for the Board (Women 4, Men 6); senior management is shown as Women 33% / Men [n]% and employees as Women [n]% / Men [n]% / Not disclosed 1%. No count of senior managers appears anywhere in the report, so the required senior-manager breakdown cannot be worked out. The 2024 report did the same: the Board as numbers (Female 5, Male 6) and senior management as percentages only (Female 30%, Male 70%).
The evidence, as filed
Further pages withheld to protect the company’s identity (three): Annual Report 2025, page 72; Annual Report 2024, page 64; Annual Report 2024, page 93. 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 Page [n] charts: Board Women 4, Men 6 (numbers); senior management Women 33%, Men [n]% (percentages only); total employees Women [n]%, Men [n]%, Not disclosed 1% (percentages only). The page 72 footnote describes these as the [wording masked]. | What the rule requires A breakdown at [date] of the number of persons of each sex who were (i) directors of the Company, (ii) senior managers (excluding Board directors, and including the directors of subsidiary undertakings in the consolidation) and (iii) employees, given in the Strategic Report or by a specific cross-reference from it. |
The rule
Companies Act 2006 s.414C(8)(c)
Version relied on: Companies Act 2006, revised text on legislation.gov.uk as in force for the financial year reviewed
(c)a breakdown showing at the end of the financial year— (i)the number of persons of each sex who were directors of the company; (ii)the number of persons of each sex who were senior managers of the company (other than persons falling within sub-paragraph (i)); and (iii)the number of persons of each sex who were employees of the company.
Companies Act 2006 s.414C(10)(b)
Version relied on: Companies Act 2006, revised text on legislation.gov.uk as in force for the financial year reviewed
the breakdown required by subsection (8)(c)(ii) must include the number of persons of each sex who were the directors of the undertakings included in the consolidation.
Why it applies here: the directors' limb is met; the senior-manager and employee limbs are given as proportions rather than the numbers of persons the Act and the company's own footnote describe, and the senior-management definition used does not say whether directors of subsidiary undertakings are counted.
Why it matters
- The Strategic Report lacks one of the items section 414C(8)(c) requires of a quoted company, and its own footnote describes percentages as numbers of persons.
- Readers cannot see how many senior managers there are or how many are women. The Strategic Report is part of what the FRC reviews.
The Strategic Report does not contain one of the specific items section 414C(8)(c) requires of a quoted company, and its own footnote describes percentages as numbers of persons. Readers cannot see how many senior managers there are or how many are women.
Exposure
Realistic consequence: a Financial Reporting Council Corporate Reporting Review enquiry and an undertaking to give the numbers in the next Annual Report; no fine is realistic for an omission of this kind.
Our workings
section 414C(8)(c) of the Companies Act 2006 requires the Strategic Report of a quoted company to include a breakdown of the number of persons of each sex who were directors, senior managers and employees at the end of the financial year; section 414C(10)(b) adds that, in a group strategic report, the senior-manager count must include the directors of the undertakings included in the consolidation. The [wording masked] 1-98 (page 98). Its Sustainability Report footnote on page 72 says the [wording masked] [n]. Page [n] (in the Governance section) carries three charts: Board gender diversity with numbers (Women 4, Men 6), senior management gender diversity in percentages only (Women 33%, Men [n]%) and total employees by gender in percentages only (Women [n]%, Men [n]%, Not disclosed 1%). The senior-management population is defined there [wording masked] reporting to the [wording masked].
the employee numbers can be approximated only by combining the rounded percentages with the [n] total in the Five-Year Summary on page 274 (about [n] women and [n] men); no total number of senior managers is printed, so the senior-manager numbers cannot be derived at all.
The cross-reference from page 72 to page 105 is itself acceptable under the Financial Reporting Council (FRC) Guidance on the Strategic Report (paragraph 3.17); the defect is the content at the destination.
| Required by section 414C(8)(c) | What page 105 shows | Status |
|---|---|---|
| Directors of each sex | Women 4, Men 6 | Given as numbers |
| Senior managers of each sex (excluding directors) | Women 33%, Men [n]% | Percentages only; no count of senior managers anywhere in the report |
| Employees of each sex | Women [n]%, Men [n]%, Not disclosed 1% | Percentages only |
| Employees: approximate numbers a reader could derive | [n] x [n]% = [n]; [n] x [n]% = [n] | Approximate only: percentages are rounded and the [n] total is printed in the Five-Year Summary (page 274), outside the Strategic Report |
Management’s best defence, and our reply
The company could argue that page 105 gives the gender split of all three populations, that the Board is shown in numbers and that the employee numbers can be worked out from the percentages and the [n] total in the Five-Year Summary. It could add that many listed groups show the senior-management split as a percentage because the population is small and individuals could be identified. However, section 414C(8)(c) asks for the number of persons of each sex, the company's own footnote on page 72 promises numbers, and no count of senior managers is printed anywhere, so the senior-manager breakdown cannot be reconstructed; the employee numbers can be derived only approximately from rounded percentages and a total printed outside the Strategic Report.
The fix
- Add to the Strategic Report (or to page 105 with the existing cross-reference) a table at [date]: Directors - women 4, men 6; Senior managers, including directors of subsidiary undertakings and excluding Board directors - women [n], men [n]; Employees - women [n], men [n], not disclosed [n].
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | The Strategic Report's own cross-reference says the numbers of persons are on page 105 | Document | Annual Report 2025, page 72 |
| 2 | Board gender diversity chart: directors given as numbers | Document | Annual Report 2025, page 105 |
| 3 | Senior management gender diversity chart: percentages only | Document | Annual Report 2025, page 105 |
| 4 | Total employees by gender chart: percentages only | Document | Annual Report 2025, page 105 |
| 5 | Senior-management population used; no mention of directors of subsidiary undertakings | Document | Annual Report 2025, page 105 |
| 6 | Page [n] lies outside the Strategic Report; page 72 lies inside it | Document | Annual Report 2025, page 98 |
| 7 | The only total headcount for 2025 is in the Five-Year Summary, outside the Strategic Report | Document | Annual Report 2025, page 274 |
| 8 | 2024: senior management again given only as percentages | Document | Annual Report 2024, page 93 |
| 9 | 2024 senior management population: [wording masked], no subsidiary directors | Document | Annual Report 2024, page 93 |
| 10 | 2024: employees given as percentages of a total, not as numbers of each sex | Document | Annual Report 2024, page 64 |
| 11 | 2025 senior management population is the CEO's direct reports and their reports; the directors of subsidiaries that a group report must count as senior managers are not mentioned | Document | Annual Report 2025, page 105 |
Absence check
- Document
- Annual Report 2025
- Where it would appear
- Senior management
- What is missing
- the number of senior managers of each sex and the number of employees of each sex (only percentages are given)
- Pages looked at
- p.54-75 (Sustainability Report), [n], 121-122, [n], 277-279
- Result
- 'number of persons' and 'each gender' hit only the page 72 footnote that points to page 105; 'senior manager' hits that footnote, the share-scheme note on page 247, the basis-of-reporting definition on page 277 and the glossary on page 280 - none gives a count; 'by gender' hits only the page 105 chart title (percentages); 'each sex' has no hit. The UK Listing Rules table on page 120 counts the Board and executive management (Men 7, Women 2), a different population from senior managers, and is outside the Strategic Report.
Absence check
- Document
- Annual Report 2024
- Where it would appear
- Senior management gender diversity
- What is missing
- the number of senior managers of each sex, including the directors of subsidiary undertakings
- Pages looked at
- Annual Report [amount].16, 62-66, 89-93
- Result
- None of the terms hits anywhere in the 2024 report.
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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