The directors are required to cause the company to prepare financial statements for each financial year. Particulars of the required financial statements are set out in other sections. The directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position of the company at year-end. They must make an annual return, with accounts and file it in the Companies Registration Office.
A directors report is required as part of the annual reporting to the members The directors must prepare a report for each financial year . It must be approved by the Board of Directors and signed on behalf of the board by two directors or the single director if there is one only.
The directors’ report is to deal with general matters including
- names of the directors
- principal activities for the financial year
- statement in relation to compliance with accounting obligations
- location of records
- proposal for an interim and final dividend if any
- particulars of important events affecting the company in the financial period
- activities if any, in the field of research and development
- description of the use of financial instruments if any and any risk management objectives and policies including hedging transactions and exposures to price risks credit risk liquidity risks
The directors’ report should include a review of the business of the company and a description of the principal risks and uncertainties facing it. It should be a balanced and comprehensive analysis of the business, assets, liabilities and financial position of the company at year-end consistent with the size and complexity of the business. The report should list shares and debentures held by the directors and any acquisitions and disposals within the year.
The directors’ report shall contain a statement to the effect that as far as the directors are aware, there is no relevant audit information of which the company statutory auditors are unaware and that they have taken all the necessary steps to ensure that the company’s auditors are aware of any relevant audit information.
The directors have a statutory obligation to ensure that the accounts are audited unless there is an exemption available. The audit exemption must be specifically claimed.
The directors are obliged to maintain the various documents and registers at the registered office, as set out in other sections.
Filings and Disclosures
The directors must ensure that the company makes the requisite returns when required to the Companies Registration Office both on an annual basis and when particular events occur which require a return filing.
Directors are obliged to disclose certain information to the company including
- personal information such as their name date of birth address nationality occupation and details of directorships
- interest in shares of the company and related companies in the register of directors interests
- copies of directors’ service contract and memorandum of contract
- declaration of interest in any contract proposed contract which the company has entered or may enter.