|
| |
|
403 | Contents of directors’ remuneration report |
| |
(1) | The Secretary of State may make provision by regulations as to— |
| |
(a) | the information that must be contained in a directors’ remuneration |
| |
| |
(b) | how information is to be set out in the report, and |
| 5 |
(c) | what is to be the auditable part of the report. |
| |
(2) | Without prejudice to the generality of this power, the regulations may make |
| |
any such provision as was made, immediately before the commencement of |
| |
this Part, by Schedule 7A to the Companies Act 1985 (c. 6). |
| |
| 10 |
(a) | any director of a company, and |
| |
(b) | any person who is or has at any time in the preceding five years been a |
| |
| |
| to give notice to the company of such matters relating to himself as may be |
| |
necessary for the purposes of regulations under this section. |
| 15 |
(4) | A person who makes default in complying with subsection (3) commits an |
| |
offence and is liable on summary conviction to a fine not exceeding level 3 on |
| |
| |
404 | Approval and signing of directors’ remuneration report |
| |
(1) | The directors’ remuneration report must be approved by the board of directors |
| 20 |
and signed on behalf of the board by a director or the secretary of the company. |
| |
(2) | If a directors’ remuneration report is approved that does not comply with the |
| |
requirements of this Act, every director of the company who— |
| |
(a) | knew that it did not comply, or was reckless as to whether it complied, |
| |
| 25 |
(b) | failed to take reasonable steps to secure compliance with those |
| |
requirements or, as the case may be, to prevent the report from being |
| |
| |
| |
(3) | A person guilty of an offence under this section is liable— |
| 30 |
(a) | on conviction on indictment, to a fine; |
| |
(b) | on summary conviction, to a fine not exceeding the statutory |
| |
| |
| |
Publication of accounts and reports |
| 35 |
Duty to circulate copies of accounts and reports |
| |
405 | Duty to circulate copies of annual accounts and reports |
| |
(1) | Every company must send a copy of its annual accounts and reports for each |
| |
| |
(a) | every member of the company, |
| 40 |
(b) | every holder of the company’s debentures, and |
| |
|
| |
|
| |
|
(c) | every person who is entitled to receive notice of general meetings. |
| |
(2) | Copies need not be sent to a person for whom the company does not have a |
| |
| |
(3) | A company has a “current address” for a person if— |
| |
(a) | an address has been notified to the company by the person as one at |
| 5 |
which documents may be sent to him, and |
| |
(b) | the company has no reason to believe that documents sent to him at |
| |
that address will not reach him. |
| |
(4) | In the case of a company not having a share capital, copies need not be sent to |
| |
anyone who is not entitled to receive notices of general meetings of the |
| 10 |
| |
(5) | Where copies are sent out over a period of days, references in the Companies |
| |
Acts to the day on which copies are sent out shall be read as references to the |
| |
| |
(6) | This section has effect subject to section 408 (option to provide summary |
| 15 |
| |
406 | Time allowed for sending out copies of accounts and reports |
| |
(1) | The time allowed for sending out copies of the company’s annual accounts and |
| |
| |
(2) | A private company must comply with section 405 not later than— |
| 20 |
(a) | the end of the period for filing accounts and reports, or |
| |
(b) | if earlier, the date on which it actually delivers its accounts and reports |
| |
| |
(3) | A public company must comply with section 405 not later than 21 days before |
| |
the relevant accounts meeting. |
| 25 |
(4) | If in the case of a public company copies are sent out later than is required by |
| |
subsection (3), they shall, despite that, be deemed to have been duly sent if it is |
| |
so agreed by all the members entitled to attend and vote at the relevant |
| |
| |
(5) | Whether the time allowed is that for a private company or a public company is |
| 30 |
determined by reference to the company’s status immediately before the end |
| |
of the accounting reference period by reference to which the financial year for |
| |
the accounts in question was determined. |
| |
(6) | In this section the “relevant accounts meeting” means the accounts meeting of |
| |
the company at which the accounts and reports in question are to be laid. |
| 35 |
407 | Default in sending out copies of accounts and reports: offences |
| |
(1) | If default is made in complying with section 405 or 406, an offence is committed |
| |
| |
| |
(b) | every officer of the company who is in default. |
| 40 |
(2) | A person guilty of an offence under this section is liable— |
| |
(a) | on conviction on indictment, to a fine; |
| |
|
| |
|
| |
|
(b) | on summary conviction, to a fine not exceeding the statutory |
| |
| |
Option to provide summary financial statement |
| |
408 | Option to provide summary financial statement |
| |
| 5 |
(a) | in such cases as may be specified by regulations made by the Secretary |
| |
| |
(b) | provided any conditions so specified are complied with, |
| |
| provide a summary financial statement instead of copies of the accounts and |
| |
reports required to be sent out by section 405. |
| 10 |
(2) | Copies of those reports and accounts must, however, be sent to any person |
| |
entitled to be sent them in accordance with that section and who wishes to |
| |
| |
(3) | The Secretary of State may make provision by regulations as to the manner in |
| |
which it is to be ascertained, whether before or after a person becomes entitled |
| 15 |
to be sent a copy of those accounts and reports, whether he wishes to receive |
| |
| |
(4) | A summary financial statement must comply with the requirements of— |
| |
section 409 (form and contents of summary financial statement: unquoted |
| |
| 20 |
section 410 (form and contents of summary financial statement: quoted |
| |
| |
(5) | Regulations under this section are subject to negative resolution procedure. |
| |
409 | Form and contents of summary financial statement: unquoted companies |
| |
(1) | A summary financial statement by a company that is not a quoted company |
| 25 |
| |
(a) | be derived from the company’s annual accounts, and |
| |
(b) | be prepared in accordance with this section and regulations made |
| |
| |
(2) | The summary financial statement must be in such form, and contain such |
| 30 |
information, as the Secretary of State may specify by regulations. |
| |
| The regulations may require the statement to include information derived |
| |
from the directors’ report. |
| |
(3) | Nothing in this section or regulations made under it prevents a company from |
| |
including in a summary financial statement additional information derived |
| 35 |
from the company’s annual accounts or the directors’ report. |
| |
(4) | The summary financial statement must— |
| |
(a) | state that it is only a summary of information derived from the |
| |
company’s annual accounts; |
| |
(b) | state whether it contains additional information derived from the |
| 40 |
directors’ report and, if so, that it does not contain the full text of that |
| |
| |
|
| |
|
| |
|
(c) | state how a person entitled to them can obtain a full copy of the |
| |
company’s annual accounts and the directors’ report; |
| |
(d) | contain a statement by the company’s auditor of his opinion as to |
| |
whether the summary financial statement— |
| |
(i) | is consistent with the company’s annual accounts and, where |
| 5 |
information derived from the directors’ report is included in the |
| |
statement, with that report, and |
| |
(ii) | complies with the requirements of this section and regulations |
| |
| |
(e) | state whether the auditor’s report on the annual accounts was |
| 10 |
unqualified or qualified and, if it was qualified, set out the report in full |
| |
together with any further material needed to understand the |
| |
| |
(f) | state whether, in that report, the auditor’s statement under section 486 |
| |
(whether directors’ report consistent with accounts) was qualified or |
| 15 |
unqualified and, if it was qualified, set out the qualified statement in |
| |
full together with any further material needed to understand the |
| |
| |
(g) | state whether that auditor’s report contained a statement under— |
| |
(i) | section 488(2)(a) or (b) (accounting records or returns |
| 20 |
inadequate or accounts not agreeing with records and returns), |
| |
| |
(ii) | section 488(3) (failure to obtain necessary information and |
| |
| |
| and if so, set out the statement in full. |
| 25 |
(5) | Regulations under this section may provide that any specified material may, |
| |
instead of being included in the summary financial statement, be sent |
| |
separately at the same time as the statement. |
| |
(6) | Regulations under this section are subject to negative resolution procedure. |
| |
410 | Form and contents of summary financial statement: quoted companies |
| 30 |
(1) | A summary financial statement by a quoted company must— |
| |
(a) | be derived from the company’s annual accounts and the directors’ |
| |
| |
(b) | be prepared in accordance with this section and regulations made |
| |
| 35 |
(2) | The summary financial statement must be in such form, and contain such |
| |
information, as the Secretary of State may specify by regulations. |
| |
| The regulations may require the statement to include information derived |
| |
from the directors’ report. |
| |
(3) | Nothing in this section or regulations made under it prevents a company from |
| 40 |
including in a summary financial statement additional information derived |
| |
from the company’s annual accounts, the directors’ remuneration report or the |
| |
| |
(4) | The summary financial statement must— |
| |
(a) | state that it is only a summary of information derived from the |
| 45 |
company’s annual accounts and the directors’ remuneration report; |
| |
|
| |
|
| |
|
(b) | state whether it contains additional information derived from the |
| |
directors’ report and, if so, that it does not contain the full text of that |
| |
| |
(c) | state how a person entitled to them can obtain a full copy of the |
| |
company’s annual accounts, the directors’ remuneration report or the |
| 5 |
| |
(d) | contain a statement by the company’s auditor of his opinion as to |
| |
whether the summary financial statement— |
| |
(i) | is consistent with the company’s annual accounts and the |
| |
directors’ remuneration report and, where information |
| 10 |
derived from the directors’ report is included in the statement, |
| |
| |
(ii) | complies with the requirements of this section and regulations |
| |
| |
(e) | state whether the auditor’s report on the annual accounts and the |
| 15 |
auditable part of the directors’ remuneration report was unqualified or |
| |
qualified and, if it was qualified, set out the report in full together with |
| |
any further material needed to understand the qualification; |
| |
(f) | state whether that auditor’s report contained a statement under— |
| |
(i) | section 488(2) (accounting records or returns inadequate or |
| 20 |
accounts or directors’ remuneration report not agreeing with |
| |
| |
(ii) | section 488(3) (failure to obtain necessary information and |
| |
| |
| and if so, set out the statement in full; |
| 25 |
(g) | state whether, in that report, the auditor’s statement under section 486 |
| |
(whether directors’ report consistent with accounts) was qualified or |
| |
unqualified and, if it was qualified, set out the qualified statement in |
| |
full together with any further material needed to understand the |
| |
| 30 |
(5) | Regulations under this section may provide that any specified material may, |
| |
instead of being included in the summary financial statement, be sent |
| |
separately at the same time as the statement. |
| |
(6) | Regulations under this section are subject to negative resolution procedure. |
| |
411 | Summary financial statements: offences |
| 35 |
(1) | If default is made in complying with any provision of section 408, 409 or 410, |
| |
or of regulations under any of those sections, an offence is committed by— |
| |
| |
(b) | every officer of the company who is in default. |
| |
(2) | A person guilty of an offence under this section is liable on summary |
| 40 |
conviction to a fine not exceeding level 3 on the standard scale. |
| |
Quoted companies: requirements as to website publication |
| |
412 | Quoted companies: annual accounts and reports to be made available on |
| |
| |
(1) | A quoted company must ensure that its annual accounts and reports— |
| 45 |
|
| |
|
| |
|
(a) | are made available on a website, and |
| |
(b) | remain so available until the annual accounts and reports for the |
| |
company’s next financial year are made available in accordance with |
| |
| |
(2) | The provisions of section 414 (requirements as to website availability) apply. |
| 5 |
(3) | In the event of default in complying with this section (or with the requirements |
| |
of section 414 as it applies for the purposes of this section), an offence is |
| |
committed by every officer of the company who is in default. |
| |
(4) | A person guilty of an offence under subsection (3) is liable on summary |
| |
conviction to a fine not exceeding level 3 on the standard scale. |
| 10 |
413 | Quoted companies: preliminary statement of results to be made available on |
| |
| |
(1) | This section applies where a quoted company prepares a preliminary |
| |
statement of its annual results in accordance with the requirements of listing |
| |
rules or comparable requirements of the market on which the company’s |
| 15 |
equity share capital is admitted to trading. |
| |
(2) | The company must ensure that the statement— |
| |
(a) | is made available on a website, and |
| |
(b) | remains so available until the annual accounts and reports for the |
| |
financial year are made available in accordance with section 412. |
| 20 |
(3) | The provisions of section 414 (requirements as to website availability) apply. |
| |
(4) | A preliminary statement of the company’s annual results means information |
| |
published before publication of the company’s annual accounts and reports |
| |
that is or purports to be— |
| |
(a) | a balance sheet as at the end of the financial year, or |
| 25 |
(b) | a profit and loss account for the financial year, |
| |
| whether on an individual or a consolidated basis. |
| |
(5) | In the event of default in complying with this section (or with the requirements |
| |
of section 414 as it applies for the purposes of this section), an offence is |
| |
committed by every officer of the company who is in default. |
| 30 |
(6) | A person guilty of an offence under subsection (3) is liable on summary |
| |
conviction to a fine not exceeding level 3 on the standard scale. |
| |
414 | Requirements as to website availability |
| |
(1) | The following provisions apply for the purposes of— |
| |
section 412 (quoted companies: annual accounts and reports to be made |
| 35 |
available on website), and |
| |
section 413 (quoted companies: preliminary results to be made available |
| |
| |
(2) | The information must be made available on a website that— |
| |
(a) | is maintained by or on behalf of the company, and |
| 40 |
(b) | identifies the company in question. |
| |
|
| |
|
| |
|
(3) | Access to the information on the website, and the ability to obtain a hard copy |
| |
of the information from the website, must not be— |
| |
(a) | conditional on the payment of a fee, or |
| |
(b) | otherwise restricted, except so far as necessary to comply with any |
| |
enactment or regulatory requirement (in the United Kingdom or |
| 5 |
| |
| |
(a) | must be made available as soon as reasonably practicable, and |
| |
(b) | must be kept available throughout the period specified in the section in |
| |
| 10 |
(5) | A failure to make information available on a website throughout the period |
| |
referred to in subsection (4)(b) is disregarded if— |
| |
(a) | the information is made available on the website for part of that period, |
| |
| |
(b) | the failure is wholly attributable to circumstances that it would not be |
| 15 |
reasonable to have expected the company to prevent or avoid. |
| |
Right of member or debenture holder to demand copies of accounts and reports |
| |
415 | Right of member or debenture holder to copies of accounts and reports: |
| |
| |
(1) | A member of, or holder of debentures of, an unquoted company is entitled to |
| 20 |
be provided, on demand and without charge, with a copy of— |
| |
(a) | the company’s last annual accounts, |
| |
(b) | the last directors’ report, and |
| |
(c) | the auditor’s report on those accounts (including the statement on that |
| |
| 25 |
(2) | The entitlement under this section is to a single copy of those documents, but |
| |
that is in addition to any copy to which a person may be entitled under section |
| |
| |
(3) | If a demand made under this section is not complied with within seven days of |
| |
receipt by the company, an offence is committed by— |
| 30 |
| |
(b) | 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 |
| 35 |
| |
416 | Right of member or debenture holder to copies of accounts and reports: |
| |
| |
(1) | A member of, or holder of debentures of, a quoted company is entitled to be |
| |
provided, on demand and without charge, with a copy of— |
| 40 |
(a) | the company’s last annual accounts, |
| |
(b) | the last directors’ remuneration report, |
| |
(c) | the last directors’ report, and |
| |
|
| |
|