Publicity, confidentiality and penalties
Published: 28 September 2023
3 minute read
Certain aspects of CRR’s interaction with companies may be made public; however, access to and disclosure of case details is strictly controlled. The FRC has no power to impose penalties on a company.
Publicity and disclosure
The CRR 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 (ie No issues and Appendix letters); no Case Summary is prepared for these reviews. 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. We share a draft of the Case Summary with a company when seeking consent for its publication and consider any changes the company may suggest where they relate to factual inaccuracies.
We also reserve the right to make an announcement (an ‘Entity-specific Press Notice’) where there is a significant correction to published accounts, including an agreed significant change to future accounts, or where there is a case that we consider otherwise merits additional publicity. Entity-specific Press Notices of this nature are very rare, particularly since we started publishing Case Summaries. We may also consider making a public announcement if the fact of our enquiry has become public prior to its closure, where we make an application to court and/or at the end of court proceedings. A company will be invited to comment on any draft press notice prior to its publication.
The names of companies whose reviews have been closed, our Case Summaries and our Entity-specific Press Notices are published on the FRC’s website.
In addition to our own publicity, in accordance with the FRC’s Guidance on Audit Committees accompanying the UK Corporate Governance Code, a company will often wish to make its own reference to our correspondence its next report and accounts. We support this, even where our enquiry did not include any substantive questions, as we believe investors, potential investors and other readers of the report and accounts are likely to have an interest.
For similar reasons, we encourage companies that do not have an audit committee or that do not apply the UK Corporate Governance Code also to make reference to our correspondence in their next report and accounts.
Where the matters raised in our letters are relevant to a company’s half-year reporting, we also encourage it to refer to our correspondence in its next interim report.
In some cases, we may ask a company to refer to our enquiry in the report and accounts and/or interim report in which it makes a change to a significant aspect of its reporting following our enquiries. Such references (‘Required References’) may relate to a material error affecting the primary statements, an omission of material disclosure, or multiple omissions of relevant information, or the provision of poor-quality information. Where we do this, we ask companies to allow us the opportunity to comment on the draft text referring to our involvement prior to publication. We often draw attention to these Required References in our Annual Activity Reports.
Finally, the directors of a company must make their own decisions, with the assistance of advisers where necessary, about informing the market of our enquiry, or otherwise making it public, prior to its closure.
Confidentiality
CRR treats all information it receives as confidential and only discloses it within or outside the FRC in the circumstances set out in the FRC’s Operating Procedures.
Within the FRC, access to information is usually confined to CRR staff, as well as those from whom they take advice, for example: individuals appointed to the FRC Advisory Panel, Senior Advisors or the FRC’s lawyers. Information relating to each case is securely stored electronically and is retained in accordance with CRR’s retention policy. Care is taken to ensure that there is no unauthorised access to such information.
In certain specified circumstances, section 461 of the Companies Act 2006 also allows CRR to disclose confidential information to other parties, including:
- other teams within the FRC, for the purpose of carrying out their statutory or delegated functions;
- the Secretary of State, the Department for the Economy (Northern Ireland), the Treasury, the Bank of England, the FCA, the PRA and HMRC;
- other bodies who carry out certain functions, for example, the disciplinary arms of the accountancy professional bodies; and
- bodies outside the United Kingdom that exercises functions of a public nature similar to those of CRR, where the purpose of the disclosure is to enable or assist that body to exercise those functions.
The FRC has chosen to adopt voluntarily full coverage under the Freedom of Information Act 2000.
Penalties and compensation
The FRC does not have direct powers to impose penalties on a company or its directors, other than those who are members of a professional accountancy body (‘Members in Business’).
The only remedy currently open to the FRC in respect of reports considered to be defective is to obtain a court order requiring directors to restate their report and accounts. The court could require the company’s directors to pay the costs of restatement personally, including the costs of circulating revised statements to shareholders. In addition, CRR can refer matters to other parts of the FRC and other authorities, including appropriate professional bodies, which may have the power to apply and enforce penalties against individuals.
It is not possible for a company to claim compensation from us in respect of any costs incurred in dealing with our enquiries.