European Single Electronic Format (ESEF) Regulation – director sign off

Of interest to all involved in the production of accounts for companies subject to the Transparency Directive

On 1 June, the Department for Business, Energy and Industrial Strategy (BEIS) published a paper outlining the UK government’s position on the effect of the Delegated Regulation on use of the European Single Electronic Format (ESEF) Regulation on the directors’ sign-off of accounts of UK-incorporated users.

This brings helpful clarity to an issue that has been widely overlooked.

On 29 May 2019, the European Commission published the ESEF Regulation and this was incorporated into UK regulation by the Financial Conduct Authority in the Disclosure and Transparency Rules, specifically DTR 4.1.14 which requires that, for financial years beginning on or after 1 January 2020, qualifying issuers must publish their accounts in the ESEF. This means that annual reports must be issued in Extensible Hypertext Mark-up Language (XHTML), and IFRS consolidated financial statements contained in annual reports must be marked up using extensible business reporting language (XBRL).

The BEIS guidance helpfully provides that directors are not required to consider the ESEF tagging when considering whether the accounts meet the requirements of the Companies Act, and give a true and fair view of the company’s financial position, whether or not the tagging has been done at that stage. As the guidance states, “In practical terms this means the directors’ confirmation that the accounts, does not extend to consideration of the iXBRL tagging. This is the case even if the company chooses to tag the accounts before submitting them to be signed off by the directors … the directors’ confirmation relates to the human-readable version of the annual report and therefore does not extend to consideration of the iXBRL tagged data”.

The BEIS position paper can be found :

https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/888737/The_UK_s_Government_s_position_on_the_effect_of_the_ESEF_Regulation_on_the_directors__sign-off_of_accounts_of_UK-_incorporated_issuers.pdf

DTR 4.1.14 can be found: https://www.handbook.fca.org.uk/handbook/DTR.pdf

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