UK: Surveying OFRs And Narrative Reporting In Annual Reports - Part 1

Last Updated: 8 November 2005

Article by Martyn Jones, Sarah Kershaw, Ian Krieger, Alice Patrick, Kirsty Searles, Isobel Sharp and David Viles

The imposition of a statutory Operating and Financial Review (OFR) on listed companies will represent a significant task for all and a considerable challenge and burden for many.

The new OFR regime has been implemented with a reasonably light touch. It is mandatory only for quoted companies. Its focus is reporting to members. Its required contents build on those recommended since 1993.

But the evidence from this 2005 survey of narrative practices is that companies will have much to do to ensure the front pages of their annual reports meet the new requirements set out in law and in Reporting Standard 1 from the Accounting Standards Board. At present, 82% of listed companies either produce a formal OFR or clearly adopt the broad recommendations on OFR statements. This is a considerable improvement from 61% in 2003. But there are many shortcomings when measured against the new rules for 2006. For example, looking at the surveyed companies:

  • 59% disclose no Key Performance Indicators (KPIs);
  • 55% do not disclose the principal risks facing the business;
  • 67% do not have a forward looking orientation; they merely discuss the past; and
  • some 47% do not clearly discuss the business objectives and strategies.

The length and complexity of annual reporting should not be underestimated. Annual reports averaged 71 pages in 2005, an increase of 9% since 2003 and a massive increase of 59% since 1996. Are shareholders better informed? Is the market working better? Has the UK reached the point where less is more? These are questions for serious study.

Companies are also under time pressure. 63% of our survey companies published their reports within 75 days of the year end, an improvement from 52% in 2003. 19% of companies took more than 90 days. The Transparency Directive, to be introduced into the UK in 2006/7, will impose a deadline of four months for publication of annual reports.

Producing merely an illustrative OFR for a hypothetical company, included at Appendix 1 in this publication, proved extremely time consuming and contentious. The result is not perfect but it is a start for those wondering how to write their OFR.


The Operating and Financial Review (OFR) is now a legal requirement for quoted companies in Great Britain for all financial years beginning on or after 1 April 2005. Reporting Standard 1 ‘The Operating and Financial Review’ (RS 1) was issued by the Accounting Standards Board (ASB) in May 2005.

From 1993 to 2005, the inclusion of an OFR in an annual report was merely recommended practice. An ASB best practice Statement (‘the Statement’) set out the suggested content. Originally issued in 1993, the Statement was revised and updated in 2003.

One of the key outcomes of the DTI company law reform project, in financial reporting terms, was a Government proposal that large listed, and very large unlisted, companies should be required by law to include an OFR in their annual reports. Draft regulations were subsequently issued by the Government in May 2004 requiring only quoted companies (excluuding AIM companies) to prepare an OFR. No amendment to this scope was made in finalising the regulations. The Companies Act 1985 (Operating and Financial Review and Directors’ Report etc.) Regulations 2005 (SI 2005/1011) came into force on 22 March 2005. These Regulations put in place the legal framework for the mandatory OFR and the Secretary of State gave the ASB power to issue ‘reporting standards’ (statements of standard reporting practice relating to OFRs). In May 2005 the ASB published its first Reporting Standard, RS 1.

RS 1 is mandatory for all GB quoted companies and for any other entity that purports to prepare an OFR. Quoted companies in Northern Ireland preparing a mandatory OFR should also comply with the Standard.

Under the Companies Act 1985, a ‘quoted’ company is one that is listed on any of the London Stock Exchange, NYSE or Nasdaq, or is officially listed in an EEA State.

Quoted parent companies preparing group accounts should prepare a group OFR relating to the parent company and its consolidated subsidiaries. The group OFR may give greater emphasis to matters significant to the group taken as a whole.

A quoted company may include information derived from its OFR in its summary financial statement (SFS). If a full copy of the company’s OFR is not sent with the SFS, the company must publish the OFR on a website and give details of that website in the SFS.

All non quoted companies that are not required to produce individual OFRs (including AIM companies) will be required to produce enhanced directors’ reports under the Companies Act 1985 on the same timescale as in the OFR regulations, unless they qualify for these purposes as small companies as defined in law. The key change for these companies is that the directors’ report must now include a business review. This review must contain:

  • a fair review of the business of the company; and
  • a description of the principal risks and uncertainties facing the company.

If a company chooses voluntarily to prepare an OFR, it must comply with RS 1.

Required content of an OFR
The specific objective and required contents of an OFR are set out in the Companies Act 1985 (Schedule 7ZA) and in RS 1. To the extent that the directors have complied with RS 1, they are presumed, unless the contrary is proved, to have complied with the relevant requirements of the Companies Act relating to the OFR. (An OFR Disclosure Checklist is at Appendix 2 of this publication).

The key principles of RS 1 are that the OFR shall:

  • reflect the directors’ view of the business;
  • be addressed to the members and focus on matters that are relevant to the members;
  • have a forward-looking orientation;
  • complement as well as supplement the financial statements;
  • be comprehensive and understandable;
  • be balanced and neutral dealing with both good and bad aspects; and
  • be comparable over time.

Disclosure Framework
RS 1 also provides a framework for the disclosures to be provided by directors in the OFR. Its key elements cover:

  • the nature, objectives and strategies of the business;
  • the development and performance of the business, both for the current period and in the future;
  • the resources, risks and uncertainties and relationships that may affect the entity’s long-term value; and
  • the position of the business including a description of the capital structure, treasury policies and objectives and liquidity of the entity, both in the period under review and in the future.

Disclosure of information about impending developments or about matters in the course of negotiation is not required if disclosure would, in the opinion of the directors, be seriously prejudicial to the interests of the company.

Environmental matters, employees and social and community issues
The OFR must disclose the company’s policies on environmental matters, employees and social and community issues and the extent to which these policies have been successfully implemented.

Key Performance Indicators (KPIs)
Those KPIs judged by the directors to be effective in measuring the development, performance and position of the business of the entity should be disclosed, together with information that will enable members to understand and evaluate each KPI.

Going Concern Statement
The Listing Rules (Rule 9.8.6.R(3)) require directors to make a going concern statement in accordance with the ICAEW 1994 Guidance ‘Going Concern and Financial Reporting: Guidance for Directors of listed companies registered in the United Kingdom’. This Guidance requires the directors to include their statement on going concern in the OFR (with additional disclosures in a note to the financial statements where necessary e.g. when there are doubts over whether the going concern basis is the most appropriate basis for preparation of the financial statements).

Directors’ responsibilities and enforcement
Directors will be expected to exercise ‘due care, skill and diligence’ in the preparation of the OFR, a level of care similar to that required for financial statements and other company reports.

The criminal and administrative enforcement of the OFR will be on the same footing as the accounts and directors’ report. The criminal penalty for knowing or reckless approval of a defective OFR is on conviction on indictment, an unlimited fine and, in summary proceedings, a fine of up to £5,000.

RS 1 includes a statement that companies may wish to advise members of the need to treat with caution good faith judgements, in particular those relating to future events or prospects. Directors may wish to include an explanation of the uncertainties underpinning such information.

The Financial Reporting Review Panel (FRRP) will be responsible for the administrative enforcement of the OFR regulations for accounting periods commencing on or after 1 April 2006. This gives time for the development of best practice and may mean that companies have one year for a dry run in which they can prepare their OFR without regulatory scrutiny. However it is not known how the FRRP will respond to specific compaints about 2005/6 OFRs.

Auditors’ responsibilities
The auditors must state in their report:

  • whether in their opinion, the information given in the OFR is consistent with the company’s accounts for the same financial year; and
  • whether any matters have come to their attention, in the performance of their functions as the company’s auditors, which in their opinion are inconsistent with the information given in the OFR.

The Auditing Practices Board is due to issue an Exposure Draft on auditors’ responsibilities in respect of OFRs in October/November 2005.


The main objectives of our survey were to discover:

  • what narrative reporting listed companies have provided in their annual reports;
  • how disclosures varied depending on the size of the company;
  • to what extent companies have already adopted the recommendations in the ASB’s Statement on Operating and Financial Reviews, issued in 1993 and updated in 2003;
  • how those companies, already producing some form of OFR, perform in the context of meeting the new requirements of Reporting Standard 1 on Operating and Financial Reviews issued in May 2005; and
  • how the results compared with similar surveys performed in 2003, 2000 and 1996.

The annual reports of 100 listed companies were surveyed to determine current practice. The sample is, as far as possible, consistent with that used in the previous 2003 survey. Because of takeovers and mergers in the intervening years, the sample could not be identical. Replacements were selected evenly and at random from the three categories; those within the top 350 companies by market capitalisation at June 2005, those ranking in the smallest 350 by market capitalisation, and those that fall in between those two categories (the ‘middle’ group).

The annual reports used were those most recently available, which were published in the period from 1 August 2004 to 31 July 2005.


As found in previous surveys, reporting practice varies with the size of the company. The larger the company the more extensive are the narrative elements of the annual report. Much of the analysis below is therefore split among the three size groups of companies.

Extent and speed of reporting
The first question was whether the overall length of the annual report varied from the 2003, 2000 and 1996 surveys. Figure 1 sets out the results in total and by category of company over the four survey periods.

The average length of annual report has increased among all categories of the sample. This reflects in part that most companies commented on the impact of International Financial Reporting Standards (“IFRS”) on their business as part of the narrative content in the annual report. Other reasons are the further disclosures required in light of the 2003 revisions of the Combined Code on Corporate Governance and by additional directors’ remuneration disclosures. The average length of the annual report for the Top 350 companies is now over 100 pages long, at an average of 108 pages. This compares to an average of 57 pages for the middle companies and 47 pages for the smallest 350 companies by market capitalisation.

In the top 350 survey companies, the highest number of pages was 374 (2003: 327, 2000: 173, 1996: 160) and the lowest was 54 (2003: 39, 2000: 40, 1996: 38); in the mid sector the range was from 34 to 82 (2003: 37 to 79, 2000: 28 to 78, 1996: 24 to 61); in the smaller listed companies the range was from 24 to 90 pages (2003: 24 to 57, 2000: 28 to 59, 1996: 15 to 45).

The survey focused on the narrative reporting within the annual report. This definition of narrative reporting included all the information contained within the annual report except the statutory financial statements. Examples of narrative items therefore include the Chairman’s Statement, the Directors’ Report, the Operating and Financial Review (OFR), and the remuneration, corporate governance and environmental reports.

Figure 2 above shows the narrative reporting as a percentage of the total annual report. In all three classes of listed companies the narrative has increased as a proportion of the annual report as a whole. The average across all listed companies has increased from 53% of the annual report in 2003 to 57% in 2005 due to the reasons noted above.

The survey shows that the percentage of top 350 companies approving their annual report within the 75 days or less bracket has improved from 73% in 2003 to 85% in 2005. Only 6% of the larger companies are now taking more than 90 days to approve the annual report (2003: 12%). Of the mid-tier companies the speed of approval was exactly in line with the 2003 results with 58% with 75 days, 30% between 75 and 90 days and 12% over 90 days. The trend in the smallest 350 companies mirrored that in the top 350 with an increase in those reporting within less than 75 days up to 46% from 27% in 2003.

The results show that overall 19% (2003: 21%) of all companies are still failing to approve their report within a 90 day deadline.

In May 2005 the ASB issued its first Reporting Standard on OFRs (RS 1) which is effective for financial years beginning on or after 1 April 2005.

One aim of this survey was to analyse the current reporting practices in narrative reporting and especially OFRs. This analysis includes whether companies are including an OFR or something akin to an OFR in their annual report, what companies are disclosing in their OFRs, and how these practices have changed over the last 9 years as tracked by our previous surveys. This analysis is used to determine how companies need to improve or develop their OFRs to comply fully with the requirements of the Reporting Standard. As with the previous surveys, narrative reporting (in terms of reviewing operational and financial aspects of the business) was analysed into the following four categories:

  • the inclusion of a formal OFR;
  • the provision of a separate operating review (OR) and financial review (FR), which together clearly aimed to present a clear view of the business;
  • some OFR recognition, such as the provision of a good operational review perhaps in the Chairman's or Chief Executive's report; and
  • no clear OFR recognition. This category included for example companies that provided very little informative explanation of the company's performance and financial position.

Figure 4 shows the results from our survey.

The 2003 survey showed that the proportion of companies presenting a formal OFR, or clearly recognising and/or adopting the broad approach in the ASB Statement, had declined from 68% in 2000 to 61% in 2003. The ASB updated its guidance in 2003, partly with the aim of raising awareness of the existence of the guidance. This appears to have been a successful strategy in that our survey results show a significant increase in companies preparing a formal OFR or showing clear recognition of an OFR from the 61% in 2003 to 82% in 2005. The ongoing debate about mandatory OFRs and development of the law in this area and of RS 1 will no doubt have contributed to this improvement.

Where a formal OFR was included, its average length was 20 pages for the Top 350 companies, 10 pages for the middle and 7 pages for the smallest 350 survey companies. On average the formal OFR narrative was 17% of the annual report, this being up to 18% on average in the Top 350 companies and 15% on average in the smallest 350 companies.

Content of the OFR and OR/FR
In this section, we consider whether, and if so how, companies have disclosed particular elements referred to in the Reporting Standard. It should be borne in mind that the annual reports surveyed were often produced before the final RS 1 was issued. But the exposure draft and 2003 ASB Statement were in issue and therefore it is interesting to see how companies were applying those requirements. Only the 82 survey companies that have clearly taken on board the OFR approach are considered in this section of our survey.

RS 1 states that the OFR should be “an analysis of the business through the eyes of the board of directors” and that it should be “addressed to members”. Whilst most were clear that the OFR represented the directors’ view of the business, only two companies addressed the OFR to the members.

The Reporting Standard is also clear that the OFR should have a forward looking orientation. On average only 38% of the OFRs were forward looking. The larger companies had more extensive forward looking statements and therefore the average for the Top 350 companies was higher at 50% compared with only 24% having a forward orientation for the smallest 350 companies.

Given that any forward looking information may or may not be borne out by events in the future, RS 1 recommends that the directors may want to include a statement explaining the uncertainties underpinning this information. Only five companies made such a statement. Of these four were SEC registrants who had a blanket statement about forward looking statements in the annual report.

Additionally RS 1 requires inclusion of a discussion of predictive comments made in previous reviews, whether or not these have been borne out by events. Of the companies surveyed only one company made a disclosure that talked about past predictive comments not occurring and the reasons for these.

The nature, objectives and strategy of the business
RS 1 recommends that the OFR should include a description of the business, including a consideration of its objectives and strategies, to provide a context for the remainder of the OFR. Consistent with the underlying principles mentioned above, this analysis should be “through the eyes of the board of directors.”

The disclosure framework in RS 1, which should not, according to the Standard, be treated as a template, sets out the key content/ elements to be “addressed within an OFR”. This framework suggests that the business description should provide members with an understanding of:

  • the industry or industries in which the business operates;
  • its main products, services, customers, business processes and distribution methods;
  • the structure of the business;
  • its economic model, including an overview of the main operating facilities and their location;
  • major markets and competitive position; and
  • the significant features of the legal, regulatory, macro economic and social environment.

Figure 5 below shows the extent to which surveyed companies discussed the various aspects of their business.

The size of the company does not seem to be a significant influencing factor in this context. The large majority of OFRs included a description of the most basic elements of the business, including the industries in which it operates and its main products, services and markets. However, there was markedly less disclosure relating to the legal and regulatory environment and the key dependencies such as significant strategic alliances and relationships with customers, suppliers, financiers and key employees. It is notable that the legal and regulatory environment was the main area of disclosure in which larger companies provided significantly more disclosure than smaller ones.

Figure 6 focuses upon the level of disclosure of business objectives and strategies. The Standard requires that performance of the business should be discussed in the context of relevant business objectives which may often be defined in terms of financial performance but which could also include objectives in non-financial areas.

61% of the survey companies discussed the companies’ financial objectives (such as turnover growth and profit margin) whilst 50% discussed non financial objectives (such as market share and customer satisfaction). The directors’ strategy for achieving these objectives was outlined by 66% of companies. This percentage was much higher in the top 350 companies at 85% compared to 43% in the smallest 350 companies by market capitalisation.

The Standard places some emphasis on the non-financial performance of the business. If the directors identify objectives for the business that relate to non-financial items, the OFR should discuss how well the business has performed in achieving those objectives. Our survey found that this was an area in which the smaller companies performed relatively poorly, with only 19% of these companies discussing objectives for non-financial performance.

Figure 7 below shows the extent to which the OFRs examined discuss performance in different non-financial areas.

RS 1 states that to the extent necessary the OFR shall contain information on environmental matters, employees, social and community issues, persons with whom the entity has contractual or other arrangements which are essential to the business of the entity, receipts from and returns to members in respect of the shares held by them and other matters the directors consider to be relevant.

Our survey showed that the extent of comment in these areas varied in terms of quantity, quality and where it was situated in the annual report. Overall 16% of companies discussed the environment in the OFR, 38% discussed it elsewhere in the annual report and 46% did not discuss it at all. The pattern was the same for social and community issues with corresponding figures of 15%, 39% and 46% respectively. In relation to employees 27% discussed them in the OFR, 40% elsewhere and 33% did not discuss employee issues in any detail. Comments on these three areas made elsewhere in the annual report were often in a corporate and social responsibility report or, for employees, in the directors’ report. This was especially the case in the Top 350 companies where at least 50% of the companies discussed these three items elsewhere in the annual report compared to a minimum 14% in the smallest 350 companies.

Comments on management structure of the business were more likely to be in the OFR (44%), with 34% of companies including them elsewhere and 22% with no comment made. The area that was most often discussed only in the OFR was receipts from and returns to shareholders where on average 88% of companies included details in the OFR.

A key element of RS 1 is the requirement to discuss “the principal risks and uncertainties facing the entity, together with a commentary on the directors’ approach to them.” Figure 8a shows how companies are performing in this area.

Overall significant progress has been made in this area with 54% of companies now providing some description of the principal risks and uncertainties facing the entity compared to only 25% in 2003. There continues to be a tendency for this analysis to focus on treasury risks due to the FRS13 requirement to set out the treasury policies and objectives of the company. Therefore the risks discussed were often limited to foreign exchange risks and interest rate risk. Consideration should be given to widening this analysis to all risks faced by the business.

A key aspect of RS 1 is its focus on the future and therefore the impact of risks that may affect future performance should be discussed as well as those that have already affected the company. On average 49% of companies in the survey included a description of risks that may affect future performance. This disclosure varied greatly with the size of the company with 74% of the Top 350 companies including comments in this area and only 43% of the smallest group of companies commenting.

The directors are also required to disclose their policy for managing the principal risks faced by the business. 42% of companies surveyed included their policies and procedures for managing risk. This represents three quarters of companies that included a description of risks in the first place. Again this disclosure was more likely to be given in relation to treasury risks than for other general business risks.

The identification of trends in performance, and underlying trends expected to have an effect on future performance, are an essential feature of the OFR, as set out in the Reporting Standard. Figure 9 shows that the improvement in this area that was identified in 2003 has continued. On average 95% of companies now discuss trends, although the majority of this discussion surrounds past trends. Only 39% of companies discussed trends that were expected to affect future performance.

Strengths and resources of the business
The OFR should give a commentary on the strengths and resources of the business that should assist it in the pursuit of its objectives (in particular, those items that are not reflected in the balance sheet). The following examples are given:

  • corporate reputation and brand strength;
  • natural resources;
  • employees;
  • licences, patents, copyright and trademarks;
  • research and development;
  • intellectual capital; and
  • market position.

A number of companies covered some of these items in a piecemeal fashion. However, there were very few examples of a cohesive approach to a discussion in this area. Figure 10 shows the analysis of companies commenting on at least one of these areas.

Investment for the future
As part of the forward focus of the OFR, companies are encouraged to set out how they have invested in the future performance of the business. Figure 11 below indicates the extent to which investment for the future was discussed for advertising and marketing, training, research and new products.

It appears from the chart that companies are less inclined to include disclosure relating to their investing activities for the future than was the case in 2003 or 2000. However, it is possible that this might be explained partly by the fact there was less activity in this area to disclose, rather than less disclosure of what activity there was.

The analysis to date has dealt largely with the ‘operating’ element of the OFR. RS 1 also recommends that the OFR should include a financial review explaining the capital structure of the business, its treasury policy and the dynamics of its financial position.

Companies should link the financial statements and the OFR by describing in the latter events and transactions that were reflected in those statements. Figure 12 shows the results of seeking linkages in the survey companies in certain key financial aspects of the business.

A point identified in the 2003 survey was that the total disclosing intangibles in the financial statements had increased since 2000 to 89%, but the percentage discussing them also in their OFR was only 25%. In 2005 the total disclosing intangibles was 76% and the percentage discussing them in the OFR as well as the financial statements was 28%.

In 2005 one of the key changes in accounting policy noted was the introduction of UITF 38 on Employee Share Ownership Trusts, but despite 34% of companies reporting a change in accounting policy in this area, only 17% discussed this in the OFR.

The linkage in other areas is clearer with the majority of companies who had major acquisitions, disposals, discontinued operations or post balance sheet events making reference to these in the OFR as well as the financial statements.

Key Performance Indicators
A major new element of the statutory OFR and RS 1 is its focus on the disclosure of the Key Performance Indicators (KPIs) judged by the directors to be effective in measuring the performance of the entity. KPIs are defined as the “factors by reference to which the development, performance or position of the business of the entity can be measured effectively”. They are “quantified measurements that reflect the critical success factors of an entity and disclose progress towards achieving a particular objective or objectives”.

The Standard requires that for each KPI disclosed in the OFR the following should be given:

  • the definition and its calculation method;
  • its purpose;
  • the source of the underlying data and an explanation of any assumptions used;
  • quantification or commentary on future targets;
  • where information from the financial statements has been adjusted for inclusion in the OFR a reconciliation between these figures;
  • corresponding amounts for the prior period; and
  • any changes to KPIs.

Figure 13 below sets out if companies were disclosing KPIs and Figure 14 analyses the average number of KPIs given by the companies who did disclose KPIs.

The disclosure of Key Performance Indicators varied greatly in its quantity and quality. 74% of the Top 350 companies disclosed clear KPIs in their OFR compared to 41% of the middle companies by market capitalisation and only 19% (or four companies) in the smallest 350 companies. Of those companies who did disclose KPIs, comparatives were given for 93% of the performance measures stated.

The average number of KPIs disclosed was 3.6 with the range of numbers of KPIs disclosed being between 1 and 8 in the Top 350 companies, 1 to 9 in the mid tier and 1 to 6 in the smallest 350. Of the KPIs disclosed 18% were non financial.

Figure 15 sets out the level of detail given in respect of the KPIs disclosed.

46% of the KPIs had their definition outlined in the OFR. This is an area which needs to be improved as RS 1 is clear that the definition and calculation method for KPIs must be explained for the members to understand each KPI disclosed in the OFR.

Only 58% of the companies gave a purpose for each KPI they disclosed and only 25% of companies disclosed the source of the underlying data. A key focus of RS 1 is the direction of the business and its future. As such, the standard requires future targets to be given for their KPIs. Only 25% of companies gave future targets for their KPIs. Most companies who did give KPIs used them to analyse past performance and not to set goals and objectives for the future performance of the business.

The companies surveyed were good at disclosing the link between the KPIs and the strategy of the business with 88% giving a clear description of the link. But as noted above although the link to the objectives of the business was clear very few companies actually committed to any numerical targets for the KPIs.

Twelve of the 40 companies who disclosed KPIs provided a reconciliation between the numbers used for one or more of their KPIs and those in the financial statements.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

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