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Rules and guidance The principal rules on publishing and laying a company’s annual accounts and reports appear in Part 15 of the Companies Act 2006 (CA 2006). For these purposes, a company’s annual accounts and reports comprise: the annual accounts the directors' report the strategic report (unless the company is not obliged to prepare one) the directors' remuneration report, which may include a directors’ remuneration policy, and any separate corporate governance statement not included in the directors' report (for a quoted company) the auditor’s report on the accounts, the directors’ report, the strategic report, the auditable part of any directors’ remuneration report and any separate corporate governance statement (unless the company qualifies for audit exemption) Certain statutory requirements governing publication and laying differ according to whether the company is public or private, and whether it is quoted or unquoted. Quoted companies cover UK companies with shares listed in the UK or in another EEA state; AIM companies do...
There are statutory rules governing a company’s auditor liability and the extent to which it can be curtailed. Before 6 April 2008, a company was prohibited from excusing or indemnifying its auditors for any negligence, default, breach of duty, or breach of trust connected with the company that arose in carrying out the audit of the accounts. That prohibition has since changed, and such protection is now allowed, so long as it is either an indemnity covering the costs of successfully defending proceedings or a liability limitation agreement. Furthermore, additional requirements concerning an auditor’s liability and its caps may apply to a listed company, an AIM company, or a company whose securities are listed on the AQSE Main Market, AQSE Growth Market, or AQSE Trading (previously the NEX Exchange Main Board, NEX Exchange Growth Market, and NEX Exchange Secondary Market), though those matters fall outside the ambit of this Practice Note. Some or all of the statutory measures addressing auditors and liability limitation agreements may equally extend to other companies...
Background This Practice Note outlines the statutory framework contained in the Companies Act 2006 (CA 2006), alongside other legislation, concerning the terms of an auditor’s appointment and the setting of an auditor’s remuneration and related matters. It also notes that additional rules on the terms of an auditor’s appointment and remuneration may apply to a listed company, an AIM company, or a company whose securities are admitted to the AQSE Main Market or the AQSE Growth Market (formerly the NEX Exchange Main Board or NEX Exchange Growth Market), but these fall beyond the scope of this Practice Note. For guidance on how an auditor is appointed (including the mandatory tender requirements that apply to public interest entities), see Practice Note: Appointment of an auditor, and for a form of resolution, see Precedent: Resolution to appoint or re-appoint an auditor and fix their remuneration. For guidance regarding the appointment of an auditor where there has been a failure to re-appoint, see Practice Note: Failure to re-appoint an auditor. For further...