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FAQs - Making a complaint about a company’s accounts

FAQs Complaints about corporate reporting

Can I speak to members of the Corporate Reporting Review team, the Conduct Committee or the FRRP about the progress of my complaint?


Can I speak to someone in the Corporate Reporting Review Team?


Do I need to be a shareholder in a company in order to make a complaint?


How do I make a complaint about a set of accounts?


How will I find out what is happening with my complaint? Will I be informed of progress? Will I find out what happens in the end?


I am not happy with the way the Conduct Committee has handled my complaint. Who should I complain too?


The Conduct Committee has written to say that it is satisfied with the company's response to its enquiries and does not intend to take any further action. I am not happy about this as I still think the company's accounts are wrong. What can I do?


The Conduct Committee says it is following up my complaint but that it has not opened a Review Group enquiry. What does that mean?


The Conduct Committee says it looks at hundreds of cases each year. Why does it issue so few press notices on its results?


The Conduct Committee says my complaint does not fall within its remit. Why not?


What does the Conduct Committee do when it receives a complaint?


What is a Review Group enquiry?


What is a Review Group?


What sort of financial information does the Conduct Committee consider?


What sort of issues fall within the Conduct Committee’s corporate reporting review remit?


What will happen to the company if the Conduct Committee upholds my complaint? Will the directors go to jail?


Who are the members of the FRRP? Are they qualified? Are they paid?


Will my identity be revealed to the company?


The Conduct Committee will consider complaints about the corporate reporting by entities that are within its corporate reporting review remit.  Any investigation or enquiry arising as a result of a complaint will be carried out in accordance with the Conduct Committee’s operating procedures for reviewing corporate reporting (‘operating procedures’).  Here are some answers to questions that are often asked by those who are considering making a complaint about an entity’s corporate reporting, or have made one and wish to know how the complaint is being progressed. Details of the roles played by the Conduct Committee, the Corporate Reporting Review (‘CRR’) Committee, FRRP members and staff in the corporate reporting review team are set out in “How we review reports and accounts”.  Further information about the Conduct Committee’s procedures and powers will be found in the operating procedures section. 

Can I speak to members of the Corporate Reporting Review team, the Conduct Committee or the FRRP about the progress of my complaint?

No. In order to maintain confidentiality we will not be able to discuss a case that is in progress, even with the complainant. If the Conduct Committee, or a Review Group, needs further information then the Chairman of the FRRP or a member of the Corporate Reporting Review Team will contact you, usually in writing, to ask for further information or clarification. We prefer that communication should be in writing in order to preserve a proper audit trail and to avoid misunderstandings. 

Can I speak to someone in the Corporate Reporting Review Team?

You can call to check if a matter is likely to fall within the Conduct Committee’s remit, but a written explanation will avoid misunderstanding. You can call to check on the progress of a case. The Conduct Committee cannot give out information while a case is going on and will write to you when it is finished.

Do I need to be a shareholder in a company in order to make a complaint?

No. Anyone can make a complaint against a company or other entity within remit.

How do I make a complaint about a set of accounts?

First of all you need check that the complaint falls within the Conduct Committee’s remit as set out in the operating procedures.  Details for contacting the Conduct Committee in respect of corporate reporting review matters are set out on the contact page.  It is important to set out your complaint clearly, referring where possible to a specific breach of accounting or reporting rules.

How will I find out what is happening with my complaint? Will I be informed of progress? Will I find out what happens in the end?

The Conduct Committee does not notify a complainant of the progress of the case, as this would result in a breach of its duty of confidentiality to the company. The Conduct Committee will inform the complainant only when it reaches the end of its investigation or enquiry. At that stage, the complainant will be informed of the outcome of the case. If a press notice is issued, the complainant will be sent a copy.

I am not happy with the way the Conduct Committee has handled my complaint. Who should I complain to?

The FRC has a complaints procedure for anyone who comes into contact with a part of the FRC, such as the Conduct Committee, and who is unhappy or dissatisfied about the way the relevant part of the FRC has exercised or failed to exercise its functions. Full details of the procedure are set out under Procedure for complaints about the FRC on the website.

The Conduct Committee has written to say that it is satisfied with the company's response to its enquiries and does not intend to take any further action. I am not happy about this as I still think the company's accounts are wrong. What can I do?

The Conduct Committee will explain in its letter to you why it has decided to take no further action but will not enter into any further discussion about its decisions. Your complaint will have been carefully considered. If the Conduct Committee thinks that it might be appropriate for you to contact any other authority, it will tell you.

The Conduct Committee says it is following up my complaint but that it has not opened a Review Group enquiry. What does that mean?

On receipt of a complaint, staff in the corporate reporting review team will carry out a review for indications of potential breaches of relevant accounting or reporting requirements. A preliminary analysis with a recommendation as to a course of action is provided to the CRR Committee who then make a decision on whether or not to proceed with the case. A decision to proceed will generally result in a letter to the company asking for further information. This does not constitute a Review Group enquiry. Sometimes, a company's reply will satisfactorily deal with the matters at issue, but where it does not, a decision may be taken to open a Review Group enquiry.  

The Conduct Committee says it looks at hundreds of cases each year. Why does it issue so few press notices on its results?

The Conduct Committee selects accounts for review in a number of ways (see "How we review reports and accounts”). In many cases, no question of substance arises from a review of the published accounts. In others, questions are resolved by explanation from the company. In a number of cases, the company agrees to improve its disclosures or accounting in the future. The Conduct Committee only issues a press notice where a significant correction to published accounts is being made or where there is a case that the Conduct Committee considers otherwise merits publicity. 

The Conduct Committee says my complaint does not fall within its remit. Why not?
There are a number of reasons why this might be the case. The entity that is the subject of the complaint may not fall within the Conduct Committee’s corporate reporting review remit or the complaint itself may not fall within the Conduct Committee’s scope as set out in the operating procedures. Where possible, if a case does not fall with the Conduct Committee’s remit, it will direct you to another more appropriate authority.

What does the Conduct Committee do when it receives a complaint?

The complaint is reviewed by staff in the corporate reporting review team, who will draw up a recommendation for the CRR Committee. If the Chairmen decide that there is, or may be, a question of whether a report complies with relevant accounting or reporting requirements then the Conduct Committee will write to the company Chairman seeking further information and explanations. In the course of its review, the Conduct Committee may find other issues which it may wish to raise with the company. 

What is a Review Group enquiry?

A Review Group enquiry is begun when the CRR Committee decides that there may have been a potentially significant breach of accounting or reporting requirements. This will usually be after an initial round of correspondence with a company, although, in exceptional circumstances, a Review Group enquiry may be opened straight away. In order to commence a Review Group enquiry, a Review Group consisting of FRRP members is set up. The Review Group then decides whether to proceed with the enquiry. 

What is a Review Group?

A Review Group is appointed by the CRR Committee and consists of five or more FRRP members, usually including the Chairman and one of the Deputy Chairmen.  Normally, every Review Group includes a lawyer in addition to members of the accountancy profession and where practical will include FRRP members with relevant specialist or sector expertise. 

What sort of financial information does the Conduct Committee consider?

The financial accounts and directors’ reports of UK public companies, large private companies and certain overseas companies listed on a UK market. This includes both interim and final accounts, but NOT press releases, trading statements, etc.

What sort of issues fall within the Conduct Committee’s corporate reporting review remit?

Possible breaches of accounting rules or failure to make disclosures required by the Companies Act or accounting standards.

What will happen to the company if the Conduct Committee upholds my complaint? Will the directors go to jail?

The Conduct Committee’s powers are restricted to seeking the correction of defective accounts. Likely outcomes include the Conduct Committee issuing a press notice setting out its conclusions in a case, the reasons for those conclusions, and the corrective action that has been agreed with the company. In other cases, the Conduct Committee may accept corrective action by a company without the issue of a press notice. Where appropriate, the Conduct Committee can refer its findings to other relevant bodies, such as the FCA or a professional institute.

Who are the members of the FRRP? Are they qualified? Are they paid?

A full list of current FRRP members can be found at FRRP Members. FRRP members are qualified accountants or lawyers who specialise in company law and who hold or have held senior positions in their chosen field. They may be, or may have been, in practice, in the public sector or in industry, for example as a senior partner in a major accounting firm or as Finance Director of a FTSE 100 company. They are recruited by public advertisement. Other than the Chairman and Deputy Chairmen, who sit on the CRR Committee, they are unpaid. The underlying principle is that companies are reviewed by their peers. This ensures that the Conduct Committee’s approach takes note of business considerations and is sensible and practical. 

Will my identity be revealed to the company?

The Conduct Committee operates confidentially as set out in the operating procedures. The Conduct Committee does not normally disclose how a matter at issue came to its attention, nor does it reveal the identity of any complainant. In addition, the FRC is a Prescribed Person under the Public Interest Disclosure Act 1998, which provides additional protection for complainants in some circumstances.
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