Strategic report Governance Financial statements Other information DIRECTORS’ REPORT The Directors present their report on the affairs of the Group, The Strategic Report and the Directors’ Report together form Listing Rule Disclosure Page reference together with the audited consolidated financial statements for the Management Report for the purposes of DTR 4.1.8R. For the LR 9.8.4R (1) to (11)Not applicable Not applicable the year ended 30 June 2021. purposes of DTR 7.2.1R: LR 9.8.4R (12) Current year Note 3.2 to the consolidated The Company is the holding company for the Group. The Group’s A statement as to the Company’s compliance with the Code and dividend waiver financial statements on page 160. • regulated operating subsidiaries carry out its business of providing details of where the Code is publicly available can be found in the agreements financial products and services, principally to retail clients. The Chair’s Introduction to Corporate Governance on page 67; LR 9.8.4R (13) Future dividend Note 3.2 to the consolidated Group operates predominantly in the United Kingdom, with one waiver financial statements on page 160. operating subsidiary (HL Tech) located in Poland that provides IT • A description of the main features of the Group’s internal control agreements development services to the rest of the Group. and risk management systems in relation to the financial LR 9.8.4R (14) Information The Company does not have a reporting process can be found on pages 79 to 80; regarding Controlling Shareholder. Details of The Directors’ Report for the period under review comprises pages controlling the ongoing relationship with the 126 to 129 of the Report and Financial Statements, as well as other • Information regarding significant shareholders, special rights shareholder Company’s former Controlling regarding control of the Company, restrictions on voting rights, Shareholder can be found under sections incorporated by reference. the appointment and replacement of Directors and changes to the heading Shareholder Agreement on page 127. As permitted by legislation, certain information required to be the Company’s articles of association, and the powers of the included in the Directors’ Report has instead been included in Directors can be found on pages 126 to 129; the Strategic Report, on the basis that the Board consider those Share capital structure matters to be of strategic importance. Commentary on the • A description of the composition and operation of the Group’s The Company’s share capital consists of a single class of ordinary development and performance of the Group’s business, including corporate governance framework can be found on pages 72 to shares of 0.4p each. As at 30 June 2021 and the date of this report, in the field of research and development, and an indication of likely 73; and there were 474,318,625 ordinary shares in issue, each of which is future developments can be found on pages 01 to 64 of the A description of the Group’s diversity and inclusion policy, fully paid up, amounting to an aggregate nominal share capital of • Strategic Report. Disclosures relating to the Group’s greenhouse its objectives, how it has been implemented and the results in £1,897,274.50. Each ordinary share is listed on the Official List gas emissions, energy consumption and the measures being taken the period under review can be found on pages 29 to 35 and maintained by the FCA and admitted to trading on the Main Market to increase energy efficiency can be found on pages 47 to 48 of the 116 to 117. of the London Stock Exchange. Further details of the Company’s Strategic Report. share capital can be found in note 3.1 to the consolidated financial Information to be disclosed under LR 9.8.4R statements on page 160. There were no changes to the Company’s Details of how the Group engages with its key stakeholders, Listing Rule 9.8.4R requires listed companies to include in their share capital during the period under review. including its shareholders, can be found on pages 36 to 37 of the annual financial report all information required under Listing Rule Strategic Report and on page 71 of the Corporate Governance 9.8.4R in a single identifiable section, or otherwise in a cross Rights attaching to shares and restrictions on transfer Report. Details of how the interests of stakeholders are considered reference table indicating where that information is set out. The ordinary shares have attached to them full voting, dividend in the Board’s decision making can be found in the Section 172 The following cross reference table sets out where the relevant and capital distribution rights, and rank pari passu in all respects. Statement on pages 130 to 133. disclosures can be found in the Report and Financial Statements. Save for deadlines for voting by proxy, there are no restrictions on voting rights attaching to, or on the transfer of, the Company’s ordinary shares. Full details regarding the exercise of voting rights at the 2021 AGM, whether in person or by proxy, will be set out in the Notice of AGM. To be valid, the appointment of a proxy to vote at a general meeting must be received not less than 48 hours before the time of the meeting. 126 Hargreaves Lansdown Report and Financial Statements 2021