3.05 The five-year plan behind the viability statement was approved in [date] according to one section and in [date] according to another
UK Company B · a UK-listed technology and logistics group · Presentation point
In brief
[wording masked] the five-year plan as their base. The viability statement says the Board 'approved the plan in [date]', and the Audit Committee report says the plan [wording masked] [date]'. The TCFD section says the '[wording masked] the Board in [date]'. A reader cannot tell whether a later plan exists and, if so, whether the viability assessment used it.
The evidence, as filed
Screenshot withheld to protect the company’s identity: Annual Report 2025, page 95; Annual Report 2025, page 125; Annual Report 2025, page 76. 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.95: 'approved the plan in [date]'; p.125: '[wording masked] [date]'; p.76: 'approved by the Board in [date]'. | What the rule requires One approval date for the plan used in [wording masked]; if the plan was re-approved in [date] (for example after the [date] site closures), say so and state whether the assessments reflect the later version. |
What we checked: Every reference to the five-year plan and its approval in the strategic, governance and committee reports.
The rule
UK Corporate Governance Code 2018, Provision 31
Version relied on: UK Corporate Governance Code, FRC, July 2018; applies to financial years beginning from January 2019 (the 2024 edition applies from January 2025)
Taking account of the company’s current position and principal risks, the board should explain in the annual report how it has assessed the prospects of the company, over what period it has done so and why it considers that period to be appropriate.
UK Listing Rules, UKLR 6.6.6R(3)(b)
Version relied on: FCA Handbook, UK Listing Rules (UKLR), in force from July 2024, as at the financial year end
their assessment of the prospects of the company (containing the information set out in Provision 31 of the UK Corporate Governance Code
Why it applies here: either the TCFD date is a slip, or a later plan was approved in [date], shortly before the report was signed on [date], in which case the viability statement should say whether it reflects that plan.
Why it matters
The basis of [wording masked] is described inconsistently; a reader cannot tell whether those assessments reflect the latest Board-approved plan.
Exposure
No legal exposure; a consistency point on the viability disclosure.
Our workings
the viability statement says the Board 'approved the plan in [date]' and that the [wording masked]'. The Audit Committee report says the [wording masked] [date]', and the Board activities page says the plan was approved 'at the end of 2025'. The TCFD governance section, also inside the strategic report, says '[wording masked] the Board in [date]'.
none.
Under Provision 31 the viability statement should explain how the Board assessed the prospects of the company, and the plan is the base of that assessment.
Management’s best defence, and our reply
Management might say that the Board approved the plan in [date] and then reviewed the plan process again in [date] when it approved the Annual Report, so both statements are true in their own context. They would add that the TCFD sentence is about the planning process rather than the plan, and that the viability statement correctly describes the plan the modelling used. The answer: the TCFD sentence says the latest plan was 'approved' in [date], which on its face describes a later plan than the one the viability statement uses; if that is not so, one of the two dates is wrong, and either way the viability statement does not say which plan it reflects.
The fix
- Align the dates; if a further plan was approved in [date], add to the viability statement: 'The Board re-approved the plan in [date] to reflect [events]; the assessment above reflects that plan.'
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Viability statement: plan approved in [date] | Document | Annual Report 2025, page 95 |
| 2 | Audit Committee report: same [date] date | Document | Annual Report 2025, page 125 |
| 3 | TCFD section: [date] | Document | Annual Report 2025, page 76 |
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.