Entire section
2.2.8. Principle 7 – Remuneration
2.3. Directors duties and fair treatment of shareholders

2.2.9. Annual reporting on compliance

The annual financial report of a Reporting Entity to which this section applies must:

  1. (a) state whether the best practice standards specified in MAR Schedule 3 have been adopted by the Reporting Entity for the purposes of complying with the Corporate Governance Principles; and
  2. (b) if the best practice standards in MAR Schedule 3 have not been fully adopted or have been only partially adopted explain:
  3. (i) why the best practice standards were not adopted fully or adopted only partially, as is relevant; and
  4. (ii) what actions, if any, have been taken by the Reporting Entity to achieve compliance with the Corporate Governance Principles to the extent the relevant best practice standards were not adopted, or were only partially adopted; and
  5. (c) include a statement by Directors whether or not, in their opinion, the corporate governance framework of the Reporting Entity is effective in promoting compliance with the Corporate Governance Principles, with supporting information and assumptions, and qualifications if necessary. Guidance: Annual reporting on compliance

(1) MAR 2.2.9 reflects the “comply or explain” approach adopted by the AFSA in respect of the Corporate Governance Principles.

(2) With regard to the opinion required under MAR 2.2.9(c), adequate information relating to the corporate governance framework of the Reporting Entity should be included to support the opinion, such as the identity of its chair, any committees of the Board and their role and membership, the chief executive and Persons undertaking key control functions such as the head of compliance, risk control and internal audit and how their independence is achieved.