3.10 Board diversity statement: the senior-position target is reported as not met, but the reasons are not stated
UK Company B · a UK-listed technology and logistics group · Regulator-style question
In brief
The UK Listing Rules ask a company that misses a board diversity target to state the target and the reasons for not meeting it. The report says the target of a woman in at least one of the Chair, CEO, CFO or SID roles was not met and that the [wording masked]. It does not say why the target was not met; the 2024 report used the same words.
The evidence, as filed
Screenshot withheld to protect the company’s identity: Annual Report 2025, page 119; Annual Report 2024, page 111; Annual Report 2025, page 120; Annual Report 2024, page 112. 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 People Committee Report: '[wording masked]'; table: women in senior positions 0. | What the rule requires A statement of the reasons the senior-position target was not met (for example, no vacancy in those roles during the year and the timing of planned succession), alongside the statement that it was not met. |
The rule
UK Listing Rules, UKLR 6.6.6R(9)(a)(ii) and (9)(b)
Version relied on: FCA Handbook, UK Listing Rules (UKLR), in force from July 2024, as at the financial year end
(b) in cases where the listed company has not met all of the targets in (a): (i) the targets it has not met; and (ii) the reasons for not meeting those targets;
Why it applies here: the text describes the position and a future intention, but gives no reason for the outcome; whether the Board regards the words as its reasons is a matter for the company.
Why it matters
The Listing Rule statement may be incomplete in both years; readers are told the target was missed but not why.
Exposure
A Listing Rule disclosure point; the realistic consequence is an FCA or FRC request to complete the statement in the next report.
Our workings
the statement and the UK Listing Rules table (UKLR 6 Annex 1 format) show four women on a Board of ten (40%) and no woman in the Chair, CEO, CFO or senior independent director (SID) roles. The text names the missed target and adds that the four roles are held by men and that the [wording masked]' and 'remains a key consideration'. Law: the board diversity paragraph of the UK Listing Rules ((9)(b) of the annual report rule) requires, where a target is not met, both the targets not met and 'the reasons for not meeting those targets'.
The 2024 report carried the same sentences.
Management’s best defence, and our reply
The company would say the reason is evident from its own words: all four senior roles are held by men who were in post through the year, so the target could only be met through succession, which is what the statement says the Board is considering. Many listed companies use similar wording and the FCA has not prescribed a form of words. That is a reasonable reading, which is why this is put as a question; but the rule asks for the reasons separately from the fact that a target was missed, and the text gives a future intention rather than an explanation of the outcome.
The fix
- Add the reasons, e.g. 'The target was not met because none of the four senior roles fell vacant in the year; the Board will consider it in the planned succession for those roles.'
Question for the company
What are the Board's reasons for not meeting the target of a woman in at least one of the Chair, CEO, CFO or SID roles, and does the Board regard the statement that the [wording masked]' as giving those reasons?
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | The missed target is named | Document | Annual Report 2025, page 119 |
| 2 | The only further words: the position and a future intention, no reason | Document | Annual Report 2025, page 119 |
| 3 | Second statement: again no reason | Document | Annual Report 2025, page 120 |
| 4 | UK Listing Rules table: no woman in a senior Board position | Document | Annual Report 2025, page 120 |
| 5 | The 2024 report states the senior-position target was not met | Document | Annual Report 2024, page 112 |
| 6 | The only explanation given in 2024 is the same sentence as in the 2025 report; no reason for not meeting the target | Document | Annual Report 2024, page 112 |
| 7 | Table at [date]: no woman in the four senior Board positions | Document | Annual Report 2024, page 112 |
| 8 | A senior Board position (Chair) fell vacant during the year | Document | Annual Report 2024, page 111 |
| 9 | The Chair succession completed in the year was filled by a man | Document | Annual Report 2024, page 111 |
Absence check
- Document
- Annual Report 2025
- Where it would appear
- [wording masked]
- What is missing
- the reasons for not meeting the senior Board position target
- Pages looked at
- p.102-105, [n], 117-120, [n]
- Result
- 'senior Board position', 'not met the target', 'has not yet been met' and 'diversity target' hit only the two statements on p.119-120 quoted above and the footnote on p.120 about post-year changes; 'reasons for not meeting' has no hit anywhere in the 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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