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Chapter 5






                           Disclosure




               2.1  Disclosure – general principles

                             Shareholders are the legal owners of a company and therefore entitled
                             to sufficient information to enable them to make investment decisions.

                                  The AGM is seen as the most important, and perhaps only,
                                   opportunity for the directors to communicate with the shareholders
                                   of the company

                                  As the only legally-required disclosure to shareholders, the annual
                                   report and accounts are often the only information shareholders
                                   receive from the company.

                                  General principles of disclosure relate to the need to create and
                                   maintain communication channels with shareholders and other
                                   stakeholders. This disclosure becomes the mechanism through
                                   which governance is given transparency

                                  Principles of mandatory disclosure discuss the target for disclosure
                                   (particularly shareholders) and the mechanism for disclosure
                                   (annual report or meetings).


               2.2  Best practice corporate governance requirements



                                                                                 Nominations
                             Directors
                                                                                  committee




                                                    UK Code main
                    Annual general                     points of                     Remuneration
                       meetings                       disclosure                       committee









                                                    Audit committee








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