Cover -- Half-title -- Series-title -- Title -- Copyright -- Dedication -- Contents -- Preface -- Stop press -- Table of legislation -- Table of cases -- Introduction -- Part I General issues -- 1 Disclosure theory and the limitations of corporate reports -- Introduction -- Summary of the disclosure system in English Company Law -- Is a mandatory corporate disclosure system necessary? -- Incorporation and limited liability -- Prevention of fraud -- Investor protection -- Accountability -- Corporate democracy -- Efficiency -- Standardisation of information -- Alternative to regulatory intervention -- Disclosure and the public interest -- Criticisms of corporate information and disclosure -- Why do these problems exist with company reports? -- Conclusion -- 2 The regulatory framework -- Introduction -- Legislative requirements -- Non-statutory mandatory requirements -- Non-mandatory provisions -- Conclusion -- 3 Persons responsible for presenting corporate reports and information -- Introduction -- Those who provide the information: the company secretary and the directors -- The company secretary -- Directors -- Statutory provisions relating to the role of directors in company reporting and disclosure -- The gatekeepers: non-executive directors and auditors -- Non-executive directors -- Auditors -- Making the audit effective -- Conclusion -- 4 Users of corporate reports -- Different potential recipients of company information -- Equity investors -- Loan creditors -- Business contacts -- Analysts -- Employees -- Competitors -- Government and related agencies -- The public -- The predicament involved in recognising a variety of users -- Possible theoretical and legal models for the company -- Competing or companion claims to information? -- Conclusion -- 5 The Companies Register -- The role of Companies House.

Information required by Companies House when a company is formed -- Information required to be sent to the registrar during a company's life -- Documents to be delivered to the registrar upon the company's liquidation or insolvency -- Information relating to oversea companies -- The importance of the companies registrar for disclosure -- Modernising the First Company Law Directive -- European and international developments on the role of the Companies Registrar -- Conclusion -- Part II Financial reporting -- 6 Financial reporting -- Introduction -- Statutory reporting requirements -- Duty to keep accounting records -- Accounting reference period and accounting reference date -- Duty to prepare accounts -- Laying and delivering of accounts and reports -- Form and content of the accounts -- The directors' report -- The directors' remuneration report -- The auditors' report -- Recognition of the needs of small companies -- Professional standards -- The ASB's Statement of Principles for Financial Reporting -- Creating accounting standards -- Legal status of accounting standards -- The relevance of the true and fair view override -- Characteristics of annual financial reports -- What explains the apparent failure of financial reports to meet their users' needs? -- What makes financial information useful? -- What are the main features of each of the qualities of usefulness? -- Conclusion -- 7 International aspects of financial reporting -- Introduction -- The development of an international financial reporting regime -- European steps towards international standards -- The new accounting legislation -- The Regulation -- The Modernising Directive -- The new accounting regime -- A two-tier accounting system -- Priority to International Accounting Standards -- Mandatory standards -- Importance of committees in the endorsement process -- Role of the IASB.

International Financial Reporting Standards -- Implementation -- US standards come closer -- Conclusion -- 8 Disclosure in securities markets regulation -- Introduction -- Reasons for mandatory disclosure in the securities markets -- Disclosure requirements in the securities market in the UK -- Mutual recognition provisions -- Developments under the European Financial Services Action Plan 1999 -- The Prospectus Directive -- The Market Abuse Directive -- The Transparency Directive -- The Directive on Markets and Financial Instruments -- The UK authorities' response -- Remedies for false or misleading information -- Conclusion -- Part III Narrative reporting -- 9 The Operating and Financial Review -- Introduction -- Development of the new statutory OFR -- Policy and theoretical basis for the OFR -- Regulatory structure -- Principles of the OFR -- Contents of the OFR -- Confidentiality -- Impact of the OFR requirements on directors' duties -- Directors' liability -- What would the OFR have meant for the role of the auditor? -- Users -- Enforcement of the OFR requirements -- Conclusion -- 10 Social and environmental reporting -- Introduction -- Definitions -- What are the objectives of social and environmental reporting and accounting? -- Regulatory approaches to social and environmental reporting -- The UK -- EC law -- International standards and programmes -- Features of environmental and social reporting -- Features of environmental reports -- Features of social reports -- Features of sustainability reports -- Poor quality of reporting -- The voluntary framework -- Should social and environmental reporting be linked to financial measures? -- Role of auditors in social and environmental reporting -- Sustainability reporting -- Conclusion -- 11 Corporate reporting and employees -- Introduction -- Human capital reporting -- What is human capital?.

Why has human capital reporting not developed in the same way as financial reporting? -- What are the features of human capital reporting? -- What are the potential benefits of human capital reporting? -- What are the potential limits of human capital reporting? -- Other jurisdictions -- What is the appropriate way forward? -- Employee involvement in corporate decision-making -- Conclusion -- Part IV A way forward -- 12 Conclusions - rethinking the disclosure agenda -- Introduction -- A communicative approach -- The process of communication -- Organisational structure -- Organising the stakeholders -- Electronic communication -- Bibliography -- Index.