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 Supervision Committee’s Operating Procedures, 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 | PensionBee Group Plc |
|---|---|
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Limited |
| Quarter Published | December 2023 |
| Auditor (5) | Deloitte LLP |
| Case Summary / Press Notice | N/A |
| Entity | Petershill Partners plc |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Full |
| Quarter Published | December 2023 |
| Auditor (5) | PricewaterhouseCoopers LLP |
| Case Summary / Press Notice | N/A |
| Entity | Quilter plc |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Limited |
| Quarter Published | December 2023 |
| Auditor (5) | PricewaterhouseCoopers LLP |
| Case Summary / Press Notice | N/A |
| Entity | Rathbones Group Plc |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Limited |
| Quarter Published | December 2023 |
| Auditor (5) | Deloitte LLP |
| Case Summary / Press Notice | N/A |
| Entity | Schroders Plc |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Limited |
| Quarter Published | December 2023 |
| Auditor (5) | Ernst & Young LLP |
| Case Summary / Press Notice | N/A |
| Entity | SIG plc |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Limited |
| Quarter Published | December 2023 |
| Auditor (5) | Ernst & Young LLP |
| Case Summary / Press Notice | N/A |
| Entity | Smithson Investment Trust plc |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Full |
| Quarter Published | December 2023 |
| Auditor (5) | Deloitte LLP |
| Case Summary / Press Notice | N/A |
| Entity | Smyths Toys UK (3) |
| Balance Sheet Date | 30 December 2021 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Full |
| Quarter Published | December 2023 |
| Auditor (5) | PricewaterhouseCoopers LLP |
| Case Summary / Press Notice |
Arrangement with Smyths Toys HQ UC We requested details of the company’s contractual arrangement with its parent company, Smyths Toys HQ UC, and for an explanation of the associated risks and cash flows between the companies. We also queried why the company had no inventory on its balance sheet and the basis on which it was acting as a principal, rather than as an agent, in store transactions with its customers. The company responded satisfactorily. It also agreed to enhance the relevant accounting policy, disclose critical judgements applied and reflect more fully the nature of arrangements between the companies in the future. Dilapidation provision We queried the reasons for a significant increase in dilapidation provision and the treatment of the corresponding addition to leasehold improvements in the cash flow statement. The company provided adequate explanation in respect of the increase in the amount of provision. However, it acknowledged that the corresponding non-cash additions to assets should have been excluded from the investing cash outflow in the cash flow statement. The company undertook to restate the cash flow statement for this, and to make a corresponding adjustment to operating cash flows. As the change 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. Disclosure of directors’ emoluments We enquired how the disclosure of directors’ emoluments complied with UK company law and were satisfied by the company’s responses. Strategic report We queried how the company satisfied the requirements of the Companies Act 2006 for the strategic report to provide a balanced and comprehensive analysis of the development and performance of the company’s business during the financial year and position at the end of that year. The company undertook to enhance the relevant disclosures in the future. |
| Entity | Spectris Plc |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Full |
| Quarter Published | December 2023 |
| Auditor (5) | Deloitte LLP |
| Case Summary / Press Notice |
We asked the company to explain how its accounting policy to recognise revenue for some complex installations prior to the performance of any installation service complied with IFRS 15 ‘Revenue from Contracts with Customers’. The company clarified that this component of revenue was not material to the Group’s financial statements for the year under review and explained the circumstances under which this revenue had previously been recognised in advance of performing an installation service. The company explained that it had re-evaluated the contract deliverables to treat sale and installation as two separate performance obligations and will amend its accounting policy going forward. The impact of this accounting policy revision is not material and the company agreed to update the relevant disclosures in its future annual reports. |
| Entity | Ten Entertainment Group plc |
| Balance Sheet Date | 1 January 2023 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Full |
| Quarter Published | December 2023 |
| Auditor (5) | PricewaterhouseCoopers LLP |
| Case Summary / Press Notice |
Alternative Performance Measures (‘APMs’) We challenged the relative prominence of APMs and IFRS measures reported in the narrative reports. The company agreed to make clearer reference to IFRS measures and give increased prominence to them in future, including a clear discussion of unadjusted profit before tax and earnings per share in the strategic report. It also agreed to ensure that IFRS measures are included next to the adjusted APM measures on the highlights page. We also asked the company to provide reconciliations for like-for-like sales growth versus 2019 and versus 2021. The company provided these, and agreed to disclose such reconciliations in future annual reports. |
| Entity | Tessuti Ltd |
| Balance Sheet Date | 29 January 2022 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Limited |
| Quarter Published | December 2023 |
| Auditor (5) | KPMG LLP |
| Case Summary / Press Notice | Consent withheld |
| Entity | TP ICAP Group Plc |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Full |
| Quarter Published | December 2023 |
| Auditor (5) | Deloitte LLP |
| Case Summary / Press Notice | N/A |
| Entity | Warpaint London PLC |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | No |
| Scope of Review (2) | Full |
| Quarter Published | December 2023 |
| Auditor (5) | BDO LLP |
| Case Summary / Press Notice | N/A |
| Entity | WILLOUGHBY'S CONSOLIDATED PLC |
| Balance Sheet Date | 30 September 2022 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Limited |
| Quarter Published | December 2023 |
| Auditor (5) | Lohur & Co Ltd |
| Case Summary / Press Notice | Consent withheld |
| Entity | Witan Investment Trust plc |
| Balance Sheet Date | 31 December 2022 |
| Exchange of Substantive Letters (1) | Yes |
| Scope of Review (2) | Full |
| Quarter Published | December 2023 |
| Auditor (5) | Grant Thornton UK LLP |
| Case Summary / Press Notice |
We asked the company to explain the basis on which it determined that the Strategic Report contained a fair review of its business, including a balanced and comprehensive analysis of its development and performance during the financial year and its position at the end of that year, as required by the Companies Act 2006. We asked for this explanation as we were unable to locate any IFRS measures in the Strategic Report. The company explained that, as a closed-end investment company, its users need information in addition to that provided by IFRS measures. It agreed to include references to relevant IFRS measures in future Strategic Reports. |