CRR Case Summaries and Entity-specific Press Notices
The FRC publishes, on a quarterly basis, summaries of its findings from recently closed reviews that resulted in a substantive question to a company (‘Case Summaries’). In addition, it publishes the names of companies whose reviews were closed in the previous quarter without the need for a substantive question. No Case Summary is prepared for such reviews.
Case Summaries, which are available for cases closed in the quarter ending March 2021 onwards, are included in the table below. As, currently, the FRC is subject to existing legal restrictions on disclosing confidential information received from a company, the Case Summaries can only be disclosed with the company's consent. Where consent has been withheld by the company, that fact is disclosed in the table.
From March 2018 until March 2021, the FRC published the names of companies whose reviews were closed in the previous quarter but did not prepare Case Summaries. However, on an exceptional basis, specific cases may be publicised through entity-specific Press Notices, which can also be found in the table below.
The FRC’s reviews are based solely on the company’s annual report and accounts (or interim reports) and do not benefit from detailed knowledge of the company’s business or an understanding of the underlying transactions entered into. They are, however, conducted by staff of the FRC who have an understanding of the relevant legal and accounting framework. The FRC’s correspondence with the company provides no assurance that the annual report and accounts (or interim reports) are correct in all material respects; the FRC’s role is not to verify the information provided but to consider compliance with reporting requirements. The FRC’s correspondence is written on the basis that the FRC (which includes the FRC’s officers, employees and agents) accepts no liability for reliance on its letters or Case Summaries by the company or any third party, including but not limited to investors and shareholders.
Key
- Only a certain number of CRR’s reviews result in substantive questioning of the Board. Matters raised may cover questions of recognition, measurement and/or disclosure.
- CRR’s routine reviews of companies’ annual reports and accounts generally cover all parts over which the FRC has statutory powers (that is, strategic reports, directors’ reports and financial statements). Similarly, CRR’s routine reviews of companies’ interim reports will generally cover all information in that document. Limited scope reviews arise for a number of reasons, including those conducted when a company’s annual report and accounts or interim report are selected for thematic review or reviews that have been prompted by a complaint. In accordance with the FRC's Operating Procedures, for Corporate Reporting Review, CRR does not identify those companies whose reviews were prompted by a complaint.
- The FRC may ask a company to refer to its exchanges with CRR when the company makes a change to a significant aspect of its annual report and accounts or interim report in response to a review.
- Case closed after 1 January 2021 but performed under operating procedures that did not allow for the publication of Case Summaries.
- From the quarter ended June 2023, the FRC started identifying the auditor of the annual report and accounts, or the audit firm that issued a review report on the interim report, that was the subject of the CRR review. This information was also back-dated for closed cases publicised from the quarter ended September 2022. Cases marked N/A relate to those published prior to September 2022 or interim reviews that did not have a review opinion.’
Case Summaries
CRR Case Summaries and Entity-specific Press Notices (Excel version)
| Entity | i3 Energy plc |
|---|---|
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Full |
| Quarter Published | March 2024 |
| Auditor (5) | PKF Littlejohn LLP |
| Case Summary / Press Notice |
Recoverable amount of exploration and evaluation (‘E&E’) assets We asked for further information about the critical accounting judgements and key sources of estimation uncertainty underlying the calculation of the value in use of the UK intangible E&E assets, for the purpose of the impairment testing required by IAS 36, ‘Impairment of Assets’. The company explained that the assumptions used in the impairment test reflected external evidence, engineering studies, a Competent Person’s Report and the experience of the management team. The company also explained that it considered the value in use methodology used consistent with its view of the UK field as a project in development. In closing the matter, we encouraged the company to expand its explanation of the critical accounting judgements and key sources of estimation uncertainty to help readers understand the potential variability in the recoverable amount. Royalties payable We asked the company for information about the nature of royalties paid and the basis for the accounting treatment applied. The company explained that the amount of royalties excluded from revenue represents production sold on behalf of third parties and that it considers this to be consistent with the requirements of IFRS 15, ‘Revenue from Contracts with Customers’, and industry practice. The company also explained that the amount of royalties associated with unsold production included in the movement in inventories in the year was considered to be immaterial and agreed to review the associated accounting policy wording in future. In closing the matter, we noted that it would be helpful to clarify the nature of the company’s royalty arrangements in its future reporting. Dividends We asked the company for further information about its basis for recognising a liability for interim dividends paid after the year-end. In such cases, an obligation does not normally exist prior to payment unless the directors have taken steps to establish a legally binding liability at an earlier date. The company explained that this matter was not relevant to its next annual reporting period and that it considered the amount of the dividend liability recognised in the balance sheet at 31 December 2022 to be immaterial to the 2022 financial statements of the group and the parent company. The company also agreed to reconsider the appropriateness of recognising a liability for any dividend declared by the directors that was unpaid at the balance sheet date should this issue be relevant and material to its future reporting. Consequently, we did not consider it proportionate to pursue this further. |
| Entity | IG Design Group Plc |
| Balance Sheet Date | 31 March 2023 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Full |
| Quarter Published | March 2024 |
| Auditor (5) | PricewaterhouseCoopers LLP |
| Case Summary / Press Notice | N/A |
| Entity | Imperial Tobacco Limited |
| Balance Sheet Date | 30 September 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Limited |
| Quarter Published | March 2024 |
| Auditor (5) | Ernst & Young LLP |
| Case Summary / Press Notice | N/A |
| Entity | INSPECS Group Plc |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Full |
| Quarter Published | March 2024 |
| Auditor (5) | Ernst & Young LLP |
| Case Summary / Press Notice |
The parent company’s net assets exceeded the company’s market capitalisation at the year-end. We asked the company whether they had considered this impairment indicator, and to clarify the basis on which the directors concluded that the parent company’s investment in subsidiaries was not impaired at 31 December 2022. Additionally, we requested clarification as to how the subsidiaries’ liabilities, such as bank loans and lease liabilities, were taken into consideration if a value-in-use calculation was performed. The company responded satisfactorily to our enquiry. |
| Entity | ISG Limited |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Limited |
| Quarter Published | March 2024 |
| Auditor (5) | MHA MacIntyre Hudson |
| Case Summary / Press Notice | N/A |
| Entity | JLEN Environmental Assets Group Limited |
| Balance Sheet Date | 31 March 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Full |
| Quarter Published | March 2024 |
| Auditor (5) | Deloitte |
| Case Summary / Press Notice | N/A |
| Entity | J.P. Morgan Capital Holdings Limited |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Full |
| Quarter Published | March 2024 |
| Auditor (5) | PricewaterhouseCoopers LLP |
| Case Summary / Press Notice | N/A |
| Entity | JPMorgan Emerging Markets Investment Trust plc |
| Balance Sheet Date | 30 June 2023 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Full |
| Quarter Published | March 2024 |
| Auditor (5) | BDO LLP |
| Case Summary / Press Notice | N/A |
| Entity | Legal & General Group Plc |
| Balance Sheet Date | 30 June 2023 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Limited |
| Quarter Published | March 2024 |
| Auditor (5) | KPMG LLP |
| Case Summary / Press Notice | N/A |
| Entity | Lloyds Banking Group plc |
| Balance Sheet Date | 30 June 2023 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Limited |
| Quarter Published | March 2024 |
| Auditor (5) | Deloitte LLP |
| Case Summary / Press Notice | N/A |
| Entity | London Stock Exchange Group plc |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Full |
| Quarter Published | March 2024 |
| Auditor (5) | Ernst & Young LLP |
| Case Summary / Press Notice |
Alternative Performance Measures (‘APMs’) We made a number of observations about the presentation of certain APMs and asked how the directors intended to address these matters in the 2023 annual report and accounts. The company satisfactorily explained the improvements it will make to its disclosure of APMs in future annual reports and accounts. These improvements include giving, where possible, equivalent IFRS amounts for the financial highlights, an enhanced explanation about the limitations of the company’s APMs and appropriate cross-referencing. Climate-related financial disclosures We made a number of observations about the climate-related financial disclosures and asked how the directors intended to reflect them in the 2023 disclosures and TCFD statement of compliance. The company satisfactorily explained the changes it will make to enhance its climate-related financial disclosures in future annual reports and accounts. These enhancements include more streamlined reporting, providing clearer descriptions relating to the Recommended Disclosures under the Strategy Recommendation, commentary for material movements in Scope 3 emissions and a more detailed definition of the term ‘net zero’. |
| Entity | Lords Group Trading plc (3) |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Full |
| Quarter Published | March 2024 |
| Auditor (5) | RSM UK Audit LLP |
| Case Summary / Press Notice |
Purchase of non-controlling interest We asked the company to explain its rationale for classifying the purchase of the non-controlling interest in Hevey Building Supplies Limited as a cash flow from investing activities in the consolidated statement of cash flows. The company agreed that it should have been classified as a cash flow from financing activities, given that the change in ownership interest had not resulted in a loss of control. The company agreed to restate the comparative figures included in its next annual report and accounts. As the restatement affected a primary statement, we asked the company to disclose that the matter had come to its attention as a result of our enquiry. Supplier rebates We noted that the Audit Committee Report explained that it could be complex to calculate the value of rebates that are not received before the audit sign-off date and there was a degree of estimation uncertainty in arriving at the value to be accrued. We also noted that the principal risks and uncertainties detailed in the Strategic Report, included ‘supplier management and rebates’. We asked the company to explain the basis on which the recognition and measurement of supplier rebates was not considered to be a significant estimate. We were satisfied with the explanation provided and encouraged the company to consider whether additional disclosures were required to help users to understand the extent of the estimation uncertainty outlined in the Audit Committee Report. We also queried the amount of accrued supplier rebates included within other receivables at the year-end. The company provided it and we noted it was a material component of total current trade and other receivables which should be presented separately from other receivables. The company agreed to such disclosure in future annual reports and accounts. |
| Entity | Macfarlane Group PLC |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Full |
| Quarter Published | March 2024 |
| Auditor (5) | Deloitte LLP |
| Case Summary / Press Notice |
We noted that the company’s annual report did not include a clear statement setting out whether the report included climate‐related financial disclosures consistent with the recommendations and recommended disclosures of the Taskforce for Climate-related Financial Disclosures (TCFD), as required by the Listing Rules. We also noted that the report did not include all the disclosures required in circumstances where a listed company’s report is not consistent with all of the TCFD recommendations and recommended disclosures. We closed our enquiries after the company agreed to provide a clearer TCFD compliance statement in its future reports, and to enhance its disclosures about any TCFD recommendations and recommended disclosures not included in such reports. |
| Entity | Mast Energy Developments PLC |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Limited |
| Quarter Published | March 2024 |
| Auditor (5) | Crowe U.K. LLP |
| Case Summary / Press Notice |
This company was selected as part of our thematic review of TCFD disclosures of metrics and targets and, as such, only disclosures relevant to this area were reviewed. Statement of consistency with the TCFD Recommendations and Recommended Disclosures The company’s annual report did not include an explanation of the extent of the report’s consistency with the TCFD recommendations and recommended disclosures. We asked the company to confirm that such a statement would be included in future annual reports. The company agreed to provide a clear statement of the extent of consistency with the TCFD recommendations and recommended disclosures in its next annual report. This would include, if necessary, the identification of any information not included, an explanation of why it was not included, any steps taken or plans made in order to make those disclosures in the future, and the timeframe within which it expects to be able to do so. |
| Entity | Metro Bank PLC |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Limited |
| Quarter Published | March 2024 |
| Auditor (5) | PricewaterhouseCoopers LLP |
| Case Summary / Press Notice | N/A |