|
| |
|
(2) | If when a directors’ report is approved any qualifying third party indemnity |
| |
provision (whether made by the company or otherwise) is in force for the |
| |
benefit of one or more directors of the company, the report must state that such |
| |
| |
(3) | If at any time during the financial year to which a directors’ report relates any |
| 5 |
such provision was in force for the benefit of one or more persons who were |
| |
then directors of the company, the report must state that such provision was in |
| |
| |
(4) | If when a directors’ report is approved qualifying third party indemnity |
| |
provision made by the company is in force for the benefit of one or more |
| 10 |
directors of an associated company, the report must state that such provision |
| |
| |
(5) | If at any time during the financial year to which a directors’ report relates any |
| |
such provision was in force for the benefit of one or more persons who were |
| |
then directors of an associated company, the report must state that such |
| 15 |
| |
220 | Copy of qualifying third party indemnity provision to be available for |
| |
| |
(1) | This section has effect where qualifying third party indemnity provision is |
| |
made for a director of a company, and applies— |
| 20 |
(a) | to the company of which he is a director (whether the provision is made |
| |
by that company or an associated company), and |
| |
(b) | where the provision is made by an associated company, to that |
| |
| |
(2) | That company or, as the case may be, each of them must keep available for |
| 25 |
| |
(a) | a copy of the qualifying third party indemnity provision, or |
| |
(b) | if the provision is not in writing, a written memorandum setting out its |
| |
| |
(3) | The copy or memorandum must be kept available for inspection at— |
| 30 |
(a) | the company’s registered office; |
| |
(b) | the place where its register of members is kept available for inspection |
| |
(if not at its registered office); or |
| |
(c) | its principal place of business (if that is situated in the part of the United |
| |
Kingdom in which the company is registered). |
| 35 |
(4) | The copy or memorandum must be retained by the company for at least one |
| |
year from the date of termination or expiry of the provision and must be kept |
| |
available for inspection during that time. |
| |
(5) | The company must give notice to the registrar— |
| |
(a) | of the place at which the copy or memorandum is kept available for |
| 40 |
| |
(b) | of any change in that place, |
| |
| unless it has at all times been kept at the company’s registered office. |
| |
(6) | If default is made in complying with subsection (2), (3) or (4), or default is made |
| |
for 14 days in complying with subsection (5), an offence is committed by every |
| 45 |
officer of the company who is in default. |
| |
|
| |
|
| |
|
(7) | A person guilty of an offence under this section is liable on summary |
| |
conviction to a fine not exceeding level 3 on the standard scale and, for |
| |
continued contravention, a daily default fine not exceeding one-tenth of level |
| |
| |
(8) | The provisions of this section apply to a variation of a qualifying third party |
| 5 |
indemnity provision as they apply to the original provision. |
| |
221 | Right of member to inspect and request copy |
| |
(1) | Every copy or memorandum required to be kept by a company under section |
| |
220 must be open to inspection by any member of the company without charge. |
| |
(2) | Any member of the company is entitled, on request and on payment of such |
| 10 |
fee as may be prescribed, to be provided with a copy of any such copy or |
| |
| |
| The copy must be provided within seven days after the request is received by |
| |
| |
(3) | If an inspection required under subsection (1) is refused, or default is made in |
| 15 |
complying with subsection (2), an offence is committed by every officer of the |
| |
company who is in default. |
| |
(4) | A person guilty of an offence under this section is liable on summary |
| |
conviction to a fine not exceeding level 3 on the standard scale and, for |
| |
continued contravention, a daily default fine not exceeding one-tenth of level |
| 20 |
| |
(5) | In the case of any such refusal or default the court may by order compel an |
| |
immediate inspection or, as the case may be, direct that the copy required be |
| |
sent to the person requiring it. |
| |
Ratification of acts giving rise to liability |
| 25 |
222 | Ratification of acts of directors |
| |
(1) | This section applies to the ratification by a company of conduct by a director |
| |
amounting to negligence, default, breach of duty or breach of trust in relation |
| |
| |
(2) | The decision of the company to ratify such conduct— |
| 30 |
(a) | must be taken by the members, and |
| |
(b) | may be taken by ordinary resolution, subject to anything in the |
| |
company’s articles requiring a higher majority (or unanimity). |
| |
(3) | Where the resolution is proposed as a written resolution neither the director (if |
| |
a member of the company) nor any member connected with him is an eligible |
| 35 |
| |
(4) | Where the resolution is proposed at a meeting, it is passed only if the necessary |
| |
majority is obtained disregarding votes in favour of the resolution by the |
| |
director (if a member of the company) and any member connected with him. |
| |
| This does not prevent the director or any such member from attending, being |
| 40 |
counted towards the quorum and taking part in the proceedings at any |
| |
meeting at which the decision is considered. |
| |
(5) | For the purposes of this section— |
| |
|
| |
|
| |
|
(a) | “conduct” includes acts and omissions; |
| |
(b) | “director” includes a former director; |
| |
(c) | a shadow director is treated as a director; and |
| |
(d) | in section 235 (meaning of “connected person”), subsection (3) does not |
| |
apply (exclusion of person who is himself a director). |
| 5 |
(6) | Nothing in this section affects— |
| |
(a) | the validity of a decision taken by unanimous consent of the members |
| |
| |
(b) | any power of the directors to agree not to sue, or to settle or release a |
| |
claim made by them on behalf of the company. |
| 10 |
(7) | This section does not affect any other enactment or rule of law imposing |
| |
additional requirements for valid ratification or any rule of law as to acts that |
| |
are incapable of being ratified by the company. |
| |
| |
Directors’ residential addresses: protection from disclosure |
| 15 |
223 | Protected information |
| |
(1) | This Chapter makes provision for protecting, in the case of a company director |
| |
| |
(a) | information as to his usual residential address; |
| |
(b) | the information that his service address is his usual residential address. |
| 20 |
(2) | That information is referred to in this Chapter as “protected information”. |
| |
(3) | Information does not cease to be protected information on the individual |
| |
ceasing to be a director of the company. |
| |
| References in this Chapter to a director include, to that extent, a former |
| |
| 25 |
224 | Protected information: restriction on use or disclosure by company |
| |
(1) | A company must not use or disclose protected information about any of its |
| |
| |
(a) | for communicating with the director concerned, |
| |
(b) | in order to comply with any requirement of the Companies Acts as to |
| 30 |
particulars to be sent to the registrar, or |
| |
(c) | in accordance with section 227 (disclosure under court order). |
| |
(2) | Subsection (1) does not prohibit any use or disclosure of protected information |
| |
with the consent of the director concerned. |
| |
225 | Protected information: restriction on use or disclosure by registrar |
| 35 |
(1) | The registrar must omit protected information from the material on the register |
| |
that is available for inspection where— |
| |
(a) | it is contained in a document delivered to him in which such |
| |
information is required to be stated, and |
| |
|
| |
|
| |
|
(b) | in the case of a document having more than one part, it is contained in |
| |
a part of the document in which such information is required to be |
| |
| |
(2) | The registrar is not obliged— |
| |
(a) | to check other documents or (as the case may be) other parts of the |
| 5 |
document to ensure the absence of protected information, or |
| |
(b) | to omit from the material that is available for public inspection |
| |
anything registered before this Chapter comes into force. |
| |
(3) | The registrar must not use or disclose protected information except— |
| |
(a) | as permitted by section 226 (permitted use or disclosure by registrar), |
| 10 |
| |
(b) | in accordance with section 227 (disclosure under court order). |
| |
226 | Permitted use or disclosure by the registrar |
| |
(1) | The registrar may use protected information for communicating with the |
| |
| 15 |
(2) | The registrar may disclose protected information— |
| |
(a) | to a public authority specified for the purposes of this section by |
| |
regulations made by the Secretary of State, or |
| |
(b) | to a credit reference agency. |
| |
(3) | The Secretary of State may make provision by regulations— |
| 20 |
(a) | specifying conditions for the disclosure of protected information in |
| |
accordance with this section, and |
| |
(b) | providing for the charging of fees. |
| |
| |
“credit reference agency” means a person carrying on a business |
| 25 |
comprising the furnishing of information relevant to the financial |
| |
standing of individuals, being information collected by the agency for |
| |
| |
“public authority” includes any person or body having functions of a |
| |
| 30 |
(5) | Regulations under this section are subject to negative resolution procedure. |
| |
227 | Disclosure under court order |
| |
(1) | The court may make an order for the disclosure of protected information by the |
| |
company or by the registrar if— |
| |
(a) | there is evidence that service of documents at a service address other |
| 35 |
than the director’s usual residential address is not effective to bring |
| |
them to the notice of the director, or |
| |
(b) | it is necessary or expedient for the information to be provided in |
| |
connection with the enforcement of an order or decree of the court, |
| |
| and the court is otherwise satisfied that it is appropriate to make the order. |
| 40 |
(2) | An order for disclosure by the registrar is to be made only if the company— |
| |
(a) | does not have the director’s usual residential address, or |
| |
| |
|
| |
|
| |
|
(3) | The order may be made on the application of a liquidator, creditor or member |
| |
of the company, or any other person appearing to the court to have a sufficient |
| |
| |
(4) | The order must specify the persons to whom, and purposes for which, |
| |
disclosure is authorised. |
| 5 |
228 | Circumstances in which registrar may put address on the public record |
| |
(1) | The registrar may put a director’s usual residential address on the public |
| |
| |
(a) | communications sent by the registrar to the director and requiring a |
| |
response within a specified period remain unanswered, or |
| 10 |
(b) | there is evidence that service of documents at a service address |
| |
provided in place of the director’s usual residential address is not |
| |
effective to bring them to the notice of the director. |
| |
(2) | The registrar must give notice of the proposal— |
| |
| 15 |
(b) | to every company of which the registrar has been notified that the |
| |
individual is a director. |
| |
| |
(a) | state the grounds on which it is proposed to put the director’s usual |
| |
residential address on the public record, and |
| 20 |
(b) | specify a period within which representations may be made before that |
| |
| |
(4) | It must be sent to the director at his usual residential address, unless it appears |
| |
to the registrar that service at that address may be ineffective to bring it to the |
| |
individual’s notice, in which case it may be sent to any service address |
| 25 |
provided in place of that address. |
| |
(5) | The registrar must take account of any representations received within the |
| |
| |
(6) | What is meant by putting the address on the public record is explained in |
| |
| 30 |
229 | Putting the address on the public record |
| |
(1) | The registrar, on deciding in accordance with section 228 that a director’s usual |
| |
residential address is to be put on the public record, shall proceed as if notice |
| |
of a change of registered particulars had been given— |
| |
(a) | stating that address as the director’s service address, and |
| 35 |
(b) | stating that the director’s usual residential address is the same as his |
| |
| |
(2) | The registrar must give notice of having done so— |
| |
| |
| 40 |
(3) | On receipt of the notice the company must— |
| |
(a) | enter the director’s usual residential address in its register of directors |
| |
as his service address, and |
| |
|
| |
|
| |
|
(b) | state in its register of directors’ residential addresses that his usual |
| |
residential address is the same as his service address. |
| |
(4) | If the company has been notified by the director in question of a more recent |
| |
address as his usual residential address, it must— |
| |
(a) | enter that address in its register of directors as the director’s service |
| 5 |
| |
(b) | give notice to the registrar as on a change of registered particulars. |
| |
(5) | If a company fails to comply with subsection (3) or (4), an offence is committed |
| |
| |
| 10 |
(b) | every officer of the company who is in default. |
| |
(6) | A person guilty of an offence under subsection (5) is liable on summary |
| |
conviction to a fine not exceeding level 5 on the standard scale and, for |
| |
continued contravention, a daily default fine not exceeding one-tenth of level |
| |
| 15 |
(7) | A director whose usual residential address has been put on the public record |
| |
by the registrar under this section may not register a service address other than |
| |
his usual residential address for a period of five years from the date of the |
| |
| |
| 20 |
| |
Provision for employees on cessation or transfer of business |
| |
230 | Power to make provision for employees on cessation or transfer of business |
| |
(1) | The powers of the directors of a company include (if they would not otherwise |
| |
do so) power to make provision for the benefit of persons employed or |
| 25 |
formerly employed by the company, or any of its subsidiaries, in connection |
| |
with the cessation or the transfer to any person of the whole or part of the |
| |
undertaking of the company or that subsidiary. |
| |
(2) | This power is exercisable notwithstanding the general duty imposed by section |
| |
158 (duty to promote the success of the company). |
| 30 |
(3) | In the case of a company that is a charity it is exercisable notwithstanding any |
| |
restrictions on the directors’ powers (or the company’s capacity) flowing from |
| |
the objects of the company. |
| |
(4) | The power may only be exercised if sanctioned— |
| |
(a) | by a resolution of the company, or |
| 35 |
(b) | by a resolution of the directors, |
| |
| in accordance with the following provisions. |
| |
(5) | The resolution of the company required is an ordinary resolution, subject to |
| |
anything in the company’s articles requiring a higher majority (or unanimity). |
| |
(6) | A resolution of the directors— |
| 40 |
(a) | must be authorised by the company’s articles, and |
| |
|
| |
|
| |
|
(b) | is not sufficient sanction for payments to or for the benefit of directors, |
| |
former directors or shadow directors. |
| |
(7) | Any other requirements of the company’s articles as to the exercise of the |
| |
power conferred by this section must be complied with. |
| |
(8) | Any payment under this section must be made— |
| 5 |
(a) | before the commencement of any winding up of the company, and |
| |
(b) | out of profits of the company that are available for dividend. |
| |
Records of meetings of directors |
| |
231 | Minutes of directors’ meetings |
| |
(1) | Every company must cause minutes of all proceedings at meetings of its |
| 10 |
directors to be recorded. |
| |
(2) | The records must be kept for at least ten years from the date of the meeting. |
| |
(3) | If a company fails to comply with this section, an offence is committed by every |
| |
officer of the company who is in default. |
| |
(4) | A person guilty of an offence under this section is liable on summary |
| 15 |
conviction to a fine not exceeding level 3 on the standard scale and, for |
| |
continued contravention, a daily default fine not exceeding one-tenth of level |
| |
| |
| |
(1) | Minutes recorded in accordance with section 231, if purporting to be |
| 20 |
authenticated by the chairman of the meeting or by the chairman of the next |
| |
directors’ meeting, are evidence (in Scotland, sufficient evidence) of the |
| |
proceedings at the meeting. |
| |
(2) | Where minutes have been made in accordance with that section of the |
| |
proceedings of a meeting of directors, then, until the contrary is proved— |
| 25 |
(a) | the meeting is deemed duly held and convened, |
| |
(b) | all proceedings at the meeting are deemed to have duly taken place, |
| |
| |
(c) | all appointments at the meeting are deemed valid. |
| |
Meaning of "director" and "shadow director" |
| 30 |
| |
| In the Companies Acts “director” includes any person occupying the position |
| |
of director, by whatever name called. |
| |
| |
(1) | In the Companies Acts “shadow director”, in relation to a company, means a |
| 35 |
person in accordance with whose directions or instructions the directors of the |
| |
company are accustomed to act. |
| |
|
| |
|