What should be included in the Director’s Compliance Statement as required by S.225 CA 2014 and what wording should be stated in the directors report?

S.225 puts an obligation on the directors:

• to draw up a compliance statement setting out the companies policies with regard to compliance by the company with its obligations under the Act (S.225(3)(a) Companies Act 2014), where a failure to comply with any such obligation were it to occur would be:
  • a category 1 or 2 offence*; or
  • a serious market abuse offence (S.1368) or a serious prospectus offence (S.1356);
  • AND tax law.

• to ensure the person appointed as secretary has the necessary resources available to procure the maintenance of the records (other than accounting records) required under the act (S.225 Companies Act 2014).
• to conduct a review in the financial year of arrangements and structures put in place to ensure compliance with the company’s policies (S.225(3)(c) Companies Act 2014)

• to put in place appropriate procedures to ensure compliance with the company’s policies (S.225(3)(b) Companies Act 2014)

Wording similar to the below would be included in the director’s report as the directors are required to include a directors compliance statement in the directors report under S.225:

Directors’ Compliance Statement

The directors confirm they are responsible for securing the company’s compliance with its relevant obligations under Section 224 of the Companies Act 2014 and confirm:

• that a company compliance statement has been developed (or if it has not state this fact in addition to stating why it has not); and
• have put in appropriate arrangements and structures that are in the directors’ opinion designed to secure compliance with the company’s relevant obligations; and

a review of these procedures has been performed in the current financial year (or where a review has not been performed state that fact and the reasons why it has not been performed).