The management report or annual report must be prepared by the board of directors, the management board in the case of a public limited company, or the managing director in the case of a private limited company, within 6 months of the end of the financial year.
This obligation is laid down in the following articles Public
- Law 17-95 supplemented by Law 20-05: Article 142
- Private limited company: Law 5-96 supplemented by Law 21-05
I.What the law says
Article 142 specifies the content of the annual report for public limited companies, which should be used as a basis for private limited companies.
1) General Content
Ainsi, le rapport de gestion du conseil d’administration ou du directoire doit contenir tous les éléments d’information utiles aux actionnaires pour leur permettre d’apprécier
- the activities of the company during the past financial year
- the operations carried out,
- the difficulties encountered,
- the results obtained,
- the generation of distributable profit,
- the proposed appropriation of profits,
- the financial position of the Company
- and its future prospects
2) Subsidiaries, participations and controls
If the company has:
- subsidiaries (more than 50% of the capital)
- or participations (between 10% and 50% of the capital)
- or if it controls other companies (majority of voting rights through its shares or by virtue of a shareholders' agreement, or if it actually determines decisions at general meetings).
- the report must contain the same information about them, together with their contribution to the company's results.
Attached to this report is a list of these companies and shareholdings with an indication of the percentages held at the end of the financial year, together with a list of other securities held at the same date and an indication of the companies controlled by them.
A special mention shall be made of the investments made during the financial year.
II. Suggested report template
Dear Sirs/Madams,
We have called this Annual General Meeting in accordance with the law and the Company's Articles of Association to ask you to approve the financial statements for the year ended X and any other matters relating to the Company's business.
1) METHODS OF VALUATION AND PRESENTATION OF THE FINANCIAL STATEMENTS
The financial statements for the year ended X, which we will read out in full, have been prepared in accordance with the forms and valuation methods applied during the previous financial year and which comply with the provisions in force.
(if not, explain the changes)
2) POSITION AND ACTIVITIES OF THE COMPANY DURING THE FINANCIAL YEAR
- Information on the company's activity, turnover, net income
- Information on transactions carried out, significant events that occurred during the past financial year
- Activity in research and development.
- Difficulties encountered, particularly in relation to the economic and social environment, etc.
3) SUBSIDIARIES » PARTICIPATIONS
Même informations que pour la société mère (activité au cours de l’exercice écoulé, opérations réalisées, difficultés rencontrées, etc.)
4) FUTURE PROSPECTS
Taking into account...(the announced recovery/our investment next year, etc.)...we expect...
5) SIGNIFICANT EVENTS SINCE THE END⇥OF THE FINANCIAL YEAR
There have been no significant events since the beginning of the year that would have a material impact on the above figures.
6) REGULATED AGREEMENTS
- If agreements have been concluded: description, name of the manager or partner concerned, nature, purpose, terms (prices, discounts granted, etc.), amount of products or services supplied and amount of sums paid or received, etc.
- Otherwise: No regulated agreements have been brought to the attention of the Board of Directors/Managing Partners.
7) PROPOSED APPROPRIATION OF NET PROFIT
- Si c’est une perte : Report à Nouveau (le plus souvent)
- If it is a benefit: transfer to the legal reserve, distribution of dividends, deferral again.
8) SPECIAL RESOLUTIONS
- Appointment of an auditor
- Renewal or dismissal of the manager or a director
We remain at your disposal to provide any additional details or explanations you may find useful, and we hope that these proposals will meet with your approval.
We will now present in more detail the annual financial statements and the notes to the accounts for the most recent financial year.
