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 | Centrica plc |
|---|---|
| Balance Sheet Date | 31 December 2021 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Limited |
| Quarter Published | March 2023 |
| Auditor (5) | Deloitte LLP |
| Case Summary / Press Notice |
This company was selected as part of our thematic review of TCFD and climate and, as such, only disclosures relevant to these areas were reviewed. Relative impact and uncertainty of disclosed climate-related risks and opportunities We asked the company to clarify the relative impact of the disclosed climate-related risks and opportunities on gross margin, and also to give an indication of the level of uncertainty attached to forecasting the impact of potential opportunities.
Climate targets and ambitions We noted that the summary of the group’s climate transition plan in the annual report included a large number of targets and aspirations, but it was not clear which of these represented firm commitments incorporated into budgets, business plans and accounting assumptions, or which targets are included in the Climate Transition Dashboard used by the Centrica Leadership Team and Board to track progress on the strategic response to climate-related risks and opportunities. The company agreed to clarify both points in future annual reports. We also asked the company to report metrics for each of the targets included in the Climate Transition Dashboard in future years, comparative information for each metric, and an explanation of any significant movements, including where progress has not been as expected. The company agreed to these requests. |
| Entity | Clarkson PLC (3) |
| Balance Sheet Date | 31 December 2021 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Full |
| Quarter Published | March 2023 |
| Auditor (5) | PricewaterhouseCoopers LLP |
| Case Summary / Press Notice |
Transactions in company shares relating to employee incentives in the statement of cash flows The consolidated cash flow statement presented a cash outflow within financing activities in relation to the company’s acquisition of its own shares. The notes to the financial statements indicated that this outflow, and the movements in bonus accruals (presented within operating activities in the statement of cash flows), were presented net of an amount relating to the settlement of employee incentives using the company’s shares. We asked the company to explain the rationale for the adjustments that resulted in the net presentation of each item. As a result of our enquiry, the company reconsidered its approach and agreed to restate the comparative cash flows in its next annual report and accounts to present the total amount paid for its shares within financing activities and to make a corresponding adjustment to movements in bonus accruals within operating activities. As the restatement affected a primary statement, we asked the company to disclose the fact that the matter had come to its attention as result of our enquiry. |
| Entity | Coca-Cola Europacific Partners plc |
| Balance Sheet Date | 31 December 2021 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Limited |
| Quarter Published | March 2023 |
| Auditor (5) | Ernst & Young LLP |
| Case Summary / Press Notice | N/A |
| Entity | Dechra Pharmaceuticals PLC |
| Balance Sheet Date | 30 June 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Full |
| Quarter Published | March 2023 |
| Auditor (5) | PricewaterhouseCoopers LLP |
| Case Summary / Press Notice | N/A |
| Entity | Dignity plc (3) |
| Balance Sheet Date | 31 December 2021 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Full |
| Quarter Published | March 2023 |
| Auditor (5) | Ernst & Young LLP |
| Case Summary / Press Notice |
Impairment testing and related disclosures We asked the company for further information about how impairment testing was performed, including how cash-generating units (CGUs) were identified and the funeral market share assumptions applied in testing. The company explained that, in addition to its goodwill impairment test, other non-current assets were assessed for impairment at a cost centre level, using CGUs which consist of a local network of funeral branches. The company agreed to enhance its description of these matters in future accounts to meet the requirements of IAS 36, ‘Impairment of Assets’, paragraph 130(d)(i). The company provided the market share assumptions used and agreed to disclose these values in future accounts, as well as an explanation of how these assumptions differ from past experience or external information, as required by IAS 36, paragraphs 134(d)(ii) and (f)(ii). Impairment of financial assets We asked the company to explain its rationale for not presenting apparently material impairment losses in relation to financial assets on the face of the consolidated income statement as required by paragraph 82(ba) of IAS 1, ‘Presentation of Financial Statements’. The company agreed to present this charge on the face of the income statement in future financial statements to the extent material and agreed to restate the 2021 comparatives to the 2022 income statement accordingly. As the restatement affected a primary statement, we asked the company to disclose the fact that the matter had come to its attention as a result of our enquiry. |
| Entity | Dr. Martens plc |
| Balance Sheet Date | 31 March 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Full |
| Quarter Published | March 2023 |
| Auditor (5) | Ernst & Young LLP |
| Case Summary / Press Notice | N/A |
| Entity | DS Smith Plc |
| Balance Sheet Date | 30 April 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Full |
| Quarter Published | March 2023 |
| Auditor (5) | Deloitte LLP |
| Case Summary / Press Notice | N/A |
| Entity | Dunelm Group plc |
| Balance Sheet Date | 2 July 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Full |
| Quarter Published | March 2023 |
| Auditor (5) | PricewaterhouseCoopers LLP |
| Case Summary / Press Notice | N/A |
| Entity | Edge Performance VCT plc |
| Balance Sheet Date | 28 February 2021 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Full |
| Quarter Published | March 2023 |
| Auditor (5) | N/A |
| Case Summary / Press Notice |
Distributable reserves and lawfulness of dividend payments We observed that the distributable reserves presented in accounts filed by the company prior to its August and December 2021 dividend payments appeared to exclude certain losses realised on the disposal of investments. We asked the company to comment on our observations and to explain how it was satisfied that it had complied with the requirements of the Companies Act 2006 in respect of dividends. We also recommended that the company consider whether certain of its earlier distributions were consistent with Companies Act requirements. We closed our enquiries after the company acknowledged that there were errors in its accounts and satisfactorily explained the legal steps it proposed to take to address the unlawful December 2021 dividend, as well as the potentially unlawful August 2021 dividend. In closing our queries, we noted that the rectification of unlawful dividends is primarily a legal matter, and that the company had obtained relevant advice from its solicitors. Other matters Narrative comments in the accounts included a definition of distributable reserves, and disclosed the monetary amount. We asked the company to clarify how the amount was calculated as it differed from the sum of the relevant reserves presented on its balance sheet. We closed our query after the company explained its calculation, and agreed to update its definition when it prepares its future accounts. |
| Entity | EVRAZ plc (3) |
| Balance Sheet Date | 31 December 2021 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Full |
| Quarter Published | March 2023 |
| Auditor (5) | Ernst & Young LLP |
| Case Summary / Press Notice |
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 confirmed that no such obligation existed and agreed to revise its accounting policy in the 2022 financial statements with a restatement of the 2021 comparatives in the Statement of Financial Position. As the restatement affected a primary statement, we asked the company to disclose the fact that the matter had come to its attention as a result of our enquiry. We also asked the company for clarification of the current position in respect of certain dividends paid in breach of the procedural requirements of the Companies Act 2006. The company’s 2021 financial statements disclosed the expected steps intended to rectify the position. However, the company did not propose a special resolution at the Annual General Meeting in June 2022, as described in the disclosures. The company provided a satisfactory response in respect of its current intentions. |
| Entity | Halma plc |
| Balance Sheet Date | 31 March 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Full |
| Quarter Published | March 2023 |
| Auditor (5) | PricewaterhouseCoopers LLP |
| Case Summary / Press Notice | N/A |
| Entity | Harbour Energy plc |
| Balance Sheet Date | 31 December 2021 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Limited |
| Quarter Published | March 2023 |
| Auditor (5) | Ernst & Young LLP |
| Case Summary / Press Notice |
This company was selected as part of our thematic review of TCFD and climate and, as such, only disclosures relevant to these areas were reviewed. Statement of consistency with the TCFD Recommendations and Recommended Disclosures We noted that the company had not provided all of the recommended disclosures regarding strategy (a) and (b) which the FCA expects that companies will ordinarily be able to provide, partially on grounds of confidentiality. We noted further that the TCFD Recommendations and Listing Rules do not provide an exemption from disclosure on the grounds of confidentiality. The company acknowledged these matters, and explained the reasons for the noted deficiencies in the 2021 TCFD disclosures and the steps being taken to ensure that the 2022 annual report is consistent with FCA expectations on TCFD disclosure. We also noted that the company had not provided all of the information required by paragraph 9.8.6(8)(b)(ii) of the Listing Rules regarding disclosures not included in the 2021 annual report. The company agreed to provide these disclosures in the annual report in future. |
| Entity | Highway Capital Plc |
| Balance Sheet Date | 28 February 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Full |
| Quarter Published | March 2023 |
| Auditor (5) | Shipleys LLP |
| Case Summary / Press Notice | N/A |
| Entity | HomeServe plc |
| Balance Sheet Date | 31 March 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Limited |
| Quarter Published | March 2023 |
| Auditor (5) | Deloitte LLP |
| Case Summary / Press Notice | N/A |
| Entity | Hotel Chocolat Group Plc (3) |
| Balance Sheet Date | 27 June 2021 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Full |
| Quarter Published | March 2023 |
| Auditor (5) | N/A |
| Case Summary / Press Notice | Consent withheld |