(1) Unless the company is subject to the small companies regime, the directors shall include in their report a business review that complies with subsection (3), so far as relevant to the company.
(2) The purpose of the business review is to inform members of the company and assist them to assess how the directors have performed their duty under section 144.
(3) The business review complies with this subsection if—(a) it contains—
(i) a fair review under subsection (1) of the company's business; and
(ii) a description of the principal risks and uncertainties facing the company; and
(b) is a balanced and comprehensive analysis of—
(i) the development and performance of the business of the company during the company's financial year; and
(ii) the position of the company’s at the end of that year, consistent with size and complexity of the business.
(4) In the case of a quoted company, the directors shall specify in the business review (to the extent necessary for an understanding of the development, performance or position of the company)—
(a) the main trends and factors likely to affect the future development, performance and position of the business of the company; (b) information about—
(i) environmental matters (including the impact of the business of the company on the environment);
(ii) the employees of the company; and
(iii) social and community issues, including information on any policies of the company in relation to those matters and the effectiveness of those policies; and
(c) information about persons with whom the company has contractual or other arrangements that are essential to the business of the company.
(5) If the business review does not contain information of each kind mentioned in subsection (4)(b)(i), (ii) and (iii) and (c), the directors shall specify in the review which of those kinds of information it does not contain.
(6) The directors shall include in the business review (to the extent necessary for an understanding of the development, performance or position of the company's business)—
(a) an analysis using financial key performance indicators;
(b) if appropriate, an analysis using other key performance indicators (including information relating to environmental matters and employee matters); and
(c) references to, and additional explanations of, amounts included in the company's annual financial statement.
(7) The directors shall also include in the business review references to, and additional explanations of, amounts included in the company's annual financial statement.
(8) In relation to a group directors' report, this section has effect as if a reference to a company were a reference to an undertaking to which the report relates.
(9) If directors of a company fail to comply with a requirement of this section, each director of the company who is in default commits an offence and on conviction is liable to a fine not exceeding five hundred thousand shillings.
(2) The purpose of the business review is to inform members of the company and assist them to assess how the directors have performed their duty under section 144.
(3) The business review complies with this subsection if—(a) it contains—
(i) a fair review under subsection (1) of the company's business; and
(ii) a description of the principal risks and uncertainties facing the company; and
(b) is a balanced and comprehensive analysis of—
(i) the development and performance of the business of the company during the company's financial year; and
(ii) the position of the company’s at the end of that year, consistent with size and complexity of the business.
(4) In the case of a quoted company, the directors shall specify in the business review (to the extent necessary for an understanding of the development, performance or position of the company)—
(a) the main trends and factors likely to affect the future development, performance and position of the business of the company; (b) information about—
(i) environmental matters (including the impact of the business of the company on the environment);
(ii) the employees of the company; and
(iii) social and community issues, including information on any policies of the company in relation to those matters and the effectiveness of those policies; and
(c) information about persons with whom the company has contractual or other arrangements that are essential to the business of the company.
(5) If the business review does not contain information of each kind mentioned in subsection (4)(b)(i), (ii) and (iii) and (c), the directors shall specify in the review which of those kinds of information it does not contain.
(6) The directors shall include in the business review (to the extent necessary for an understanding of the development, performance or position of the company's business)—
(a) an analysis using financial key performance indicators;
(b) if appropriate, an analysis using other key performance indicators (including information relating to environmental matters and employee matters); and
(c) references to, and additional explanations of, amounts included in the company's annual financial statement.
(7) The directors shall also include in the business review references to, and additional explanations of, amounts included in the company's annual financial statement.
(8) In relation to a group directors' report, this section has effect as if a reference to a company were a reference to an undertaking to which the report relates.
(9) If directors of a company fail to comply with a requirement of this section, each director of the company who is in default commits an offence and on conviction is liable to a fine not exceeding five hundred thousand shillings.
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