6.11 Governance section: eight wording slips, including a director's role given two ways and a [name] box that misses a post-year appointment
UK Company B · a UK-listed technology and logistics group · Drafting slip
In brief
The governance section has eight drafting slips. The Chair's external role at [name] is given as non-executive director in his biography text and as Chair in the list beneath it; the 'Changes to the Board' box says it covers changes up to signing but omits the appointment of a new director on [date]; the new director's CFO experience is given as 'more than 30 years' in her biography and 'over 20 years' in the Audit Committee report, in different sectors. The rest are repeated words, a wrong year label and a wrong year for the Act creating the failure-to-prevent-fraud offence. The 2024 governance pages carry a slip of the same kind (both years).
The evidence, as filed
Screenshot withheld to protect the company’s identity: Annual Report 2025, page 102; Annual Report 2024, page 100; Annual Report 2025, page 104; Annual Report 2025, page 105; Annual Report 2025, page 121; Annual Report 2025, page 106; Annual Report 2025, page 110; Annual Report 2025, page 122; Annual Report 2025, page 124; Annual Report 2025, page 125. 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.102: 'joined [name] [wording masked], [name]'; p.104: changes box covering the period '[wording masked]' lists only the [date] retirement; p.105 vs p.121: 'more than 30 years' experience as a CFO' vs 'over [n] [wording masked]'; p.106: '[wording masked]'; p.110: '[wording masked]' and 'to be able comply'; p.122: 'Corporate Transparency Act ("ECCTA") 2025'; p.124: '[wording masked]'; p.125: 'expanded the the scope'. | What the rule requires One description of the [name] role; the [date] appointment added to the changes box; one consistent account of the new director's experience; repeated words deleted; 'to be able to comply'; 'Economic Crime and Corporate Transparency Act 2023'; 'FY24 Annual Report and Accounts'. |
The rule
Companies Act 2006 s.167, amendment note citing the Economic Crime and Corporate Transparency Act 2023
Version relied on: Companies Act 2006, revised text on legislation.gov.uk as in force for the financial year reviewed
by virtue of Economic Crime and Corporate Transparency Act 2023 (c. [n]), s. 219(1)(2)(b)
Why it applies here: none of these changes a figure or a conclusion; they are corrections for the next report.
Why it matters
Small inconsistencies in the governance narrative; a reader comparing pages finds a director's role and experience described two ways.
Exposure
Drafting slips; no statutory consequence.
Our workings
each slip is quoted from its page. The changes box on p.104 says it covers '[wording masked]', and the same report records the new director's appointment from [date] (pp.101, [n]), before the [date] signing date. The Audit Committee report compares the year's adjusting items with '[wording masked]', which is this report; the comparison intended is the prior year. The failure-to-prevent-fraud offence comes from the Economic Crime and Corporate Transparency Act 2023, the title the statute book uses.
Management’s best defence, and our reply
Management could say the [name] role changed from non-executive director to chair shortly after he joined, and that the changes box was drafted to cover directors who left, with the new appointment announced on pages 101, 105 and 117. They could add that the CFO-experience wording in the committee report counts a narrower set of roles. These explanations may account for each slip, but the report itself does not give them, so each page reads inconsistently with another; the fixes are wording only, which is why these are drafting slips.
The fix
- Correct the eight items as set out under 'should be' in the 2026 report.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Chair's biography text: non-executive director of [name] | Document | Annual Report 2025, page 102 |
| 2 | Same biography, external appointments list: Chair of [name] | Document | Annual Report 2025, page 102 |
| 3 | Changes box claims to run to the signing date | Document | Annual Report 2025, page 104 |
| 4 | Only one change listed | Document | Annual Report 2025, page 104 |
| 5 | New director appointed before the [date] signing, missing from the box | Document | Annual Report 2025, page 105 |
| 6 | Biography: more than 30 years as a CFO | Document | Annual Report 2025, page 105 |
| 7 | Audit Committee report: over 20 years, different sectors | Document | Annual Report 2025, page 121 |
| 8 | Repeated phrase | Document | Annual Report 2025, page 106 |
| 9 | Repeated words | Document | Annual Report 2025, page 110 |
| 10 | Missing 'to' | Document | Annual Report 2025, page 110 |
| 11 | Act given the year 2025; its title is the 2023 Act | Document | Annual Report 2025, page 122 |
| 12 | Year label: this is the FY25 report; the prior year is meant | Document | Annual Report 2025, page 124 |
| 13 | Repeated word | Document | Annual Report 2025, page 125 |
| 14 | 2024 report, Monitoring the culture ([name] paragraph): 'to discuss and people issues' has a word missing or a stray 'and' | Document | Annual Report 2024, page 100 |
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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