Chartered Management Institute Recognised Training Centre for Director Training Courses.

2024 FRS 102 New Changes – Effective 1 January 2026

The directors are responsible for preparing and approving the directors’ report and the financial statements in accordance with applicable law and regulations. The principal financial regulation is FRS 102. FRS 102 is subject to a periodic review at least every five years. The latest review was completed in March 2024. The main impact of these changes will be to bring UK accounting standards into line with International financial Reporting Standards (IFRS) 15 and 16. These are respectively the Recognition of Revenues on Long Term Contracts and Lease Accounting. The new FRS 102 including these changes will be effective for accounting periods starting on or after 1 January 2026.

FRS 102 is a single financial reporting standard that applies to the financial statements of almost all companies, except for those that are applying International financial Reporting Standards (IFRS).

Company law requires all Board Directors to understand their own accounts and holds the Directors collectively responsible for the validity of the annual financial accounts. The law demands a good knowledge of finance from directors as does success in business. Directors must not approve their financial statements, unless they are satisfied that they give a true and fair view of the state of affairs of the company and of its profit or loss.

Neither the job titles, nor the job functions of the individual directors can eliminate or reduce their individual or collective responsibility for the validity of their internal accounts and of their annual year end accounts. Legally the directors cannot argue that they are not their responsibility, nor can they rely on the fact that the auditors have not flagged any problems in their audit opinion.

In preparing their financial statements that will be submitted to Companies House, all the directors are collectively required to:

• • Select suitable accounting policies and then apply them consistently,
  • Make judgments and estimates that are reasonable and prudent,
  • Prepare the financial statements on the going concern basis unless it is inappropriate
  • Keep adequate accounting records,
  • Safeguard the assets of the company,
  • Take reasonable steps for the prevention and detection of fraud

  These Director Responsibilities are different to the General Duties of Directors, which are seven specific statutory director duties contained in the Companies Acts 2006, CA 2006. The General Duties are applicable to all Board decisions and all Director activities within all UK companies.

  Please click here for more information about the General Duties of Directors under the Companies Acts.

  Statement of Directors Responsibilities

  The Statement of Director Responsibilities essentially codifies, within a financial context, the implications of the General Duties for all Company Directors. The result is a standard “Statement of Directors’ Responsibilities” that should be included within every Directors’ Report contained within the Annual Accounts. These Director Responsibilities for finance apply to all directors, irrespective of whether or not the standard “Statement of Directors’ Responsibilities” has actually been included in the Annual Accounts.

  The published Statements of Director Responsibilities are fundamentally the same for all companies, apart from minor variations of grammar and word sequencing. It would be against the law for any director to approve their own annual accounts without having a reasonable basis for that approval. The law has clarified what would be required to constitute a reasonable basis for that opinion. The result is the Statement of Directors Responsibilities. The components of which and their implications, are individually discussed below.

  The directors are responsible for preparing the directors’ report and the financial statements in accordance with applicable law and regulations
  This means that the directors are collectively responsible for ensuring that the annual directors’ report and the financial statements comply with applicable law and regulations and are submitted on time to Companies House. If they are not submitted, or are not in compliance with the law. Each and every director is jointly and severally liable for any such breaches. Legally they cannot simply assume that the validity Accounts is purely the responsibility of the Finance Director and the Auditors.

  The directors must not approve the financial statements unless they are satisfied that they give a true and fair view
  This requires directors to be sufficiently familiar with the financial statements, the company and its overall financial performance, to know whether the quoted financial figures agree with the operational results and the management accounts. This in turn requires the directors to genuinely engage with and to question the accounting systems of the company.

  The directors must select suitable accounting policies and apply them consistently
  To do this the directors must understand the accounting policy options available to the company and know which accounting policies have been selected and how those selections were made. This requires the directors to fully understand the fundamental accounting concepts of Matching, Prudence and Accruals. They would also need to know how these fundamental accounting concepts had been applied to the accounting functions of the company, in order to decide if they were suitable and consistently applied.

  Make judgments and estimates that are reasonable and prudent
  To understand whether the judgments and estimates used are reasonable and prudent. Every Director would need to know what those estimates were and how they related to the financial numbers put before them.

  The directors must prepare the financial statements on the going concern basis, unless it is inappropriate
  To decide that the going concern basis is appropriate the directors would at least need to refer to realistic cash flow and profit forecasts. They would need to consider any material risks facing the company and its clients. Any contingent liabilities would also need to be considered. These are critical activities needed to flag at the earliest possible stage, any incipient insolvency issues.

  The directors are responsible for keeping adequate accounting records
  These must be good enough to show the financial position of the company at any time throughout the year.

  The directors are responsible for the prevention and detection of fraud
  This is mainly about making the directors realise that they are solely responsible for preventing and detecting fraud. They cannot escape liability by putting any blame onto the shoulders of the auditors or the Finance Director.

  Auditors
  Many directors mistakenly believe that the prevention and detection of fraud is the sole responsibility of the Auditors or of the Financial Director. This is most definitely not true. A careful reading of any Audit Report would establish that the Audit simply confirms that based upon the schedules shown and the statements made to the Auditors by the Senior Management; the accounts present a true and fair view. That is very different to saying that the accounts are correct. This approach arise from the fact that the schedules shown to the Auditors and the statements made could have been deliberately misleading or factually incorrect. The Director Responsibilities include ensuring that there are suitable internal controls in place to prevent fraud and to ensure that the accounts truly reflect the actual position of the company at any point in time. That is in part why the Companies Act makes it clear that legally these responsibilities rest solely with the Board of Directors (collectively).

  Companies Act 2006 requirements
  The Companies Act 2006, CA2006, requirements for the Directors to exercise “Independent Judgement” and “Reasonable Care, Skill and Diligence” would in any case, prevent the Directors from simply accepting the assurances of third parties, even their own staff, without taking further steps to ensure that the accounts are correct and that the company assets are safe from fraud and other irregularities.

  Institute of Leadership and Management approved training centre

  CPD – Formal Certificates of Professional Development will be issued. These certificates will be accepted as evidence for CPD purposes by most professional institutes and associations.  Our clients regularly award our courses an “Excellent” overall rating

  Please click here to see the courses we offer as internal single company courses, at a date and location convenient for your Board of Directors

  Please click here to see the scheduled courses we provide for “Director, Duties, Roles and Responsibilities”

  Please click here to see the scheduled finance courses we offer to all directors, “Finance for Non-Finance Directors”, no previous financial knowledge required