Complaints about a company's accounts
How can I complain about a company’s accounts?
You may wish first to raise the matter with the company, in case they are able to explain to you directly why they have accounted for a matter in the way they have.
Otherwise, or if you are not satisfied with the company’s response you can draw your concerns to the attention of the FRC’s Corporate Reporting Review Team by filling in our online form
and selecting the option to make a complaint about a company’s accounts
What will we review?
We can make enquiries where it appears that the relevant statutory reporting requirements have not been followed. This is primarily where it appears that there is, or may be, a question whether the directors’ report, strategic report or accounts comply with the requirements of the Companies Act 2006. We conduct these reviews and enquiries under our Conduct Committee Operating Procedures.
Find out more about our Corporate Reporting Review work here and the Conduct Committee’s Operating Procedures here.
What we will not review?
We can only review matters that arise from the Companies Act 2006 or the Companies (Audit, Investigations and Community Enterprise) Act 2004 reporting requirements.
We do not offer advice on the application of accounting standards or statutory reporting requirements.
What action can we take?
Initially we ask directors to explain apparent departures from reporting requirements.
If we do not agree with a company’s accounting or reporting, we can ask them to make appropriate corrections. The directors may then voluntarily withdraw their accounts and replace them with revised accounts that correct the matters. If they do not, we have statutory powers to apply to the Court to order a restatement if we are still not satisfied with the accounting treatment.
Where the matter is less significant, we may agree with the directors that appropriate corrections or improvements are made in the next set of annual financial statements or the directors may agree to enhance the information disclosed.
Is there a time limit for complaining?
To give us the best opportunity to resource and review complaints and regulatory referrals effectively, we ask that you submit your complaint within 12 months of the conduct or matter that you wish to be reviewed (or within 12 months of you having reasonably become aware of it).
If 12 months have passed but you would still like to refer a matter to us, we will ask you to explain when you became aware of it any why you are only referring it to us now.
What happens to my complaint?
We will initially review and acknowledge receipt of your online complaints form within 5 working days.
If we consider that your complaint is not within the FRC's remit, we will explain this.
If we consider that your complaint about a company’s annual report and accounts or interim report is within the FRC's remit, it will be assessed by our Corporate Reporting Review (CRR) Team.
Our CRR Team will:
contact you within 5 working days of allocation and confirm who will be your point of contact within the team;
ask you for further information, if needed;
review relevant information;
aim to inform you within 6 weeks of allocation if they do not consider the matter falls within the CRR’s area of responsibility or does not require further consideration;
write to you at the end of its process to notify you of the outcome.
otherwise engage, if and as appropriate, with the company.
What will I hear back from the FRC about the outcome of my complaint and when?
If our CRR Team do not propose to take further action, e.g. they do not consider the matter falls within the CRR’s area of responsibility or does not require further consideration they will explain why and aim to do so within 6 weeks. If they consider that your complaint should be referred instead to another regulator or body, they will tell you.
If your matter remains under consideration by our CRR Team, they may contact you for further information but they will not provide you with substantive updates. If you write to us asking for updates we will not be able to give you any further information. This is because our CRR Team have to conduct their review of matters under our Conduct Committee Operating Procedures, which commit to treating company information on a statutory and confidential basis, and with due and fair process for a company to respond to and engage with us to explain its accounting treatment.
That fair process and the complexity of some of the accounting issues may mean that it takes a longer period for a corporate reporting review to be concluded than you may immediately expect. The Conduct Committee’s Operating Procedures also reflect statutory restrictions on what we can tell you (or others) about the progress or outcome of our review.
In particular, if the outcome of our review is that the company agrees to correct comparative figures in its next set of annual financial statements (or next interim report), we may not be able to disclose this to you until the company has published those figures. Because of annual reporting cycles, this sometimes means complainants do not find out the outcome of their complaint for up to, or around, 18 months after raising the matter.
You can subscribe here for news updates from the FRC (this will include press notices about our CRR Reviews).
We also publish information about our CRR activity in our Annual Activity Reports and thematic reviews.
What if I disagree with how the FRC has handled my complaint?
You can fill in our online complaints form and select the option to complain about the FRC. See more about how we handle these complaints and what happens next here.