What are issuers’ periodic financial reporting requirements?

Issuers’ periodic financial reporting requirements, which come within the IAASA financial reporting examination remit and as laid down by Regulations 4 to 8 of the Transparency (Directive 2004/109/EC) Regulations 2007 (S.I. 277/2007) (as amended), are as follows:

Annual financial reports

Issuers are required to make public their annual financial reports not later than four months after the end of their financial year. Issuers are further required to ensure that their financial reports remain publicly available for at least ten years following publication. Issuers’ annual financial reports are required to comprise, at a minimum:

1. Audited financial statements

Where an issuer is required to prepare consolidated financial statements, the audited financial statements must be prepared in accordance with IFRS as adopted for use in the EU . Where an issuer is not required to prepare consolidated financial statements, the audited financial statements included in the annual financial report must be prepared in accordance with the national law of the Member State in which the issuer is incorporated;

2. a Management Report

3. a Responsibility Statement

This is a statement made by persons responsible within the issuer to the effect that, to the best of their knowledge, the financial statements, prepared in accordance with applicable financial reporting standards, give a true and fair view of the profit/loss and assets, liabilities and financial position of the issuer and the undertakings included in the consolidation taken as a whole, and that it includes a fair examination of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Half-yearly financial reports

Issuers of shares and, subject to certain exemptions, debt securities are required to make public their half-yearly financial reports not later than three months after the end of the first six months of their financial years. Issuers are further required to ensure that their financial reports remain publicly available for at least ten years following publication. Issuers’ half-yearly financial reports are required to comprise, at a minimum:

1. Condensed financial statements

Where an issuer is required to produce consolidated financial statements, the condensed financial statements must be prepared in accordance with IFRS as adopted for use in the EU . Where an issuer is not required to prepare consolidated financial statements, the issuer shall follow the same principles for recognition and measurement as when preparing annual financial reports and the condensed financial statements must include at least the following:

1. a condensed balance sheet;

2. a condensed profit and loss account; and

3. explanatory notes.

2. an Interim Management Report

3. a Responsibility Statement

This is a statement made by persons responsible within the issuer to the effect that, to the best of their knowledge, the financial statements, prepared in accordance with applicable financial reporting standards, give a true and fair view of the profit/loss and assets, liabilities and financial position of the issuer and the undertakings included in the consolidation taken as a whole and that it includes a fair examination of:

1. important events that have occurred during the first six months of the year;

2. the impact of those events on the condensed financial statements;

3. a description of the principal risks and uncertainties for the remainder of the financial year; and

4. in the case of issuers of shares, details of material related party transactions.

In addition, issuers are also required to comply with the Central Bank (Investment Market Conduct) Rules 2019 (S.I. No. 366/2019) published by the Central Bank of Ireland when preparing annual and half-yearly financial reports.