Companies Act (Cap. 386), article 177

177. (1) For each accounting period the directors shall prepare a report, hereinafter referred to as "the directors’ report". (2) The directors’ report shall state the names of the persons who, at any time during the acco unting period, were directors o f the company, the principal activities of the company and its subsidiaries in the course of the accounting period and any significant change in those activities during such period, and a fair review of the development of the business of the company and it s subsidiaries during the accounting period, and of their positio n at the end of that period together with a description of the princ ipal risks and uncertainties that they face. The review shall be a balanced and comprehensive analysis of the development and performance of the undertaking’s busines s and of its position, consistent w ith the size and complexity of the business. 118 CAP . 386.] COMP ANIES To the extent necessary for an understanding of the undertaking’s development, performance or position, the analysi s shall include both financial a nd, where appropriate, non-financ ial key performance indicators relevant to the particular business, including information relating to environmental and employee matters. In providing the analys is, the directors’ report shall , where appropriate, include references to, and additional explanations of, amounts reported in the annua l financial statements. (3) The directors’ report sha ll furthermore comply with the Sixth Schedule as regards the disclosure of the matters mention ed therein. (4) In the case of default in co mplying with the provisions of this article, every person who was a director of the company immediately before the end of the period for la ying annual acco unts for the relevant accounting period shall be liable to a penalty . In proceedings against a person und er this sub-article, it shall b e a defence for him to prove that he took all reasonable steps for securing compliance with the requirements of this article. (5) Where consolidated accounts are required under this Act, the consolidated directors’ report shall, as a minimum, in addition to any other information required under other provisions of this Act, set out the information required by this article and the Sixth Sche dule, taking account of the essential adjustments resulting from the particular characteristics of a consolidated directors’ report as compared to a directors’ report in a way which facilitates the assessment of the position of the undertakings included in the consolidation taken as a whole. ( 6 ) W h e r e a c o n s o l i d a t e d d i r e c tors’ report is required in addition to the directors’ report, the two reports may be prese nted as a single report. Approval and signing of directors’ report. Amended by: XVIII.2025.23.