Companies Act 1985

SCHEDULE 6 U.K. [F1 Disclosure of information: emoluments and other benefits of directors and others]

Textual Amendments

F1 Sch. 6: heading substituted (subject to the transitional and saving provisions in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 2

Modifications etc. (not altering text)

C1 Sch. 6 applied with modifications by S.I. 1985/680, regs. 4–6, Sch.

Sch. 6 extended (with modifications) (E.W.S.) (19.12.1993) by S.I. 1993/3245, reg. 3(3)(f) (as amended (1.10.2005) by The Insurance Accounts Directive (Miscellaneous Insurance Undertakings) (Amendment) Regulations 2005 (S.I. 2005/1985), reg. 2(2)(c))

[F2 Part I U.K. Chairman’s and Directors’ Emoluments, Pensions and Compensation for Loss of Office]

Textual Amendments

F2 Sch. 6 Pt. I inserted (the existing Part I renumbered as Part II) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 3 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

CHAPTER 1 U.K. PROVISIONS APPLYING TO QUOTED AND UNQUOTED COMPANIES

[F3 Aggregate amount of directors’ emoluments etc.] U.K.

Textual Amendments

F3 Sch. 6 para. 1 substituted (31.3.1997) by S.I. 1997/570, reg. 2

Aggregate amount of directors’ emoluments etc. U.K.

[F4 1 (1) Subject to sub-paragraph (2), the following shall be shown, namely—

(a) the aggregate amount of emoluments paid to or receivable by directors in respect of qualifying services;

(b) the aggregate of the amount of gains made by directors on the exercise of share options;

(c) the aggregate of the following, namely—

(i) the amount of money paid to or receivable by directors under long term incentive schemes in respect of qualifying services; and

(ii) the net value of assets (other than money and share options) received or receivable by directors under such schemes in respect of such services;

(d) the aggregate value of any company contributions paid, or treated as paid, to a pension scheme in respect of directors’ qualifying services, being contributions by reference to which the rate or amount of any money purchase benefits that may become payable will be calculated; and

(e) in the case of each of the following, namely—

(i) money purchase schemes; and

(ii) defined benefit schemes,

the number of directors (if any) to whom retirement benefits are accruing under such schemes in respect of qualifying services.

(2) [F5 In the case of a company which is not a quoted company and whose equity share capital is not listed on the market known as AIM]—

(a) sub-paragraph (1) shall have effect as if paragraph (b) were omitted and, in paragraph (c)(ii), 'assets’ did not include shares; and

(b) the number of each of the following (if any) shall be shown, namely—

(i) the directors who exercised share options; and

(ii) the directors in respect of whose qualifying services shares were received or receivable under long term incentive schemes.

(3) In this paragraph 'emoluments’ of a director—

(a) includes salary, fees and bonuses, sums paid by way of expenses allowance (so far as they are chargeable to United Kingdom income tax) and, subject to paragraph (b), the estimated money value of any other benefits received by him otherwise than in cash; but

(b) does not include any of the following, namely—

(i) the value of any share options granted to him or the amount of any gains made on the exercise of any such options;

(ii) any company contributions paid, or treated as paid, in respect of him under any pension scheme or any benefits to which he is entitled under any such scheme; or

(iii) any money or other assets paid to or received or receivable by him under any long term incentive scheme.

(4) In this paragraph 'long term incentive scheme’ means any agreement or arrangement under which money or other assets may become receivable by a director and which includes one or more qualifying conditions with respect to service or performance which cannot be fulfilled within a single financial year; and for this purpose the following shall be disregarded, namely—

(a) bonuses the amount of which falls to be determined by reference to service or performance within a single financial year;

(b) compensation for loss of office, payments for breach of contract and other termination payments; and

(c) retirement benefits.

(5) In this paragraph—

• 'amount’, in relation to a gain made on the exercise of a share option, means the difference between—

  (a)

  the market price of the shares on the day on which the option was exercised; and

  (b)

  the price actually paid for the shares;

• 'company contributions’, in relation to a pension scheme and a director, means any payments (including insurance premiums) made, or treated as made, to the scheme in respect of the director by a person other than the director;

• 'defined benefits’ means retirement benefits payable under a pension scheme which are not money purchase benefits;

• 'defined benefit scheme’, in relation to a director, means a pension scheme which is not a money purchase scheme;

• F6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• 'money purchase benefits’, in relation to a director, means retirement benefits payable under a pension scheme the rate or amount of which is calculated by reference to payments made, or treated as made, by the director or by any other person in respect of the director and which are not average salary benefits;

• 'money purchase scheme’, in relation to a director, means a pension scheme under which all of the benefits that may become payable to or in respect of the director are money purchase benefits;

• 'net value’, in relation to any assets received or receivable by a director, means value after deducting any money paid or other value given by the director in respect of those assets;

• [F7 “the official list” has the meaning given in section 103(1) of the Financial Services and Markets Act 2000;]

• 'qualifying services’, in relation to any person, means his services as a director of the company, and his services while director of the company—

  (a)

  as director of any of its subsidiary undertakings; or

  (b)

  otherwise in connection with the management of the affairs of the company or any of its subsidiary undertakings;

• [F8 “recognised investment exchange” has the same meaning as in the Financial Services and Markets Act 2000;]

• 'shares’ means shares (whether allotted or not) in the company, or any undertaking which is a group undertaking in relation to the company, and includes a share warrant as defined by section 188(1);

• 'share option’ means a right to acquire shares;

• 'value’, in relation to shares received or receivable by a director on any day, means the market price of the shares on that day.

(6) For the purposes of this paragraph—

(a) any information, other than the aggregate amount of gains made by directors on the exercise of share options, shall be treated as shown if it is capable of being readily ascertained from other information which is shown; and

(b) emoluments paid or receivable or share options granted in respect of a person’s accepting office as a director shall be treated as emoluments paid or receivable or share options granted in respect of his services as a director.

(7) Where a pension scheme provides for any benefits that may become payable to or in respect of any director to be whichever are the greater of—

(a) money purchase benefits as determined by or under the scheme; and

(b) defined benefits as so determined,

the company may assume for the purposes of this paragraph that those benefits will be money purchase benefits, or defined benefits, according to whichever appears more likely at the end of the financial year.

(8) For the purpose of determining whether a pension scheme is a money purchase or defined benefit scheme, any death in service benefits provided for by the scheme shall be disregarded.]

Textual Amendments

F4 Sch. 6 para. 1 substituted (31.3.1997) by S.I. 1997/570, reg. 2

F5 Words in Sch. 6 para. 1(2) substituted (1.8.2002) by The Directors' Remuneration Report Regulations 2002 (S.I. 2002/1986), reg. 10(13)(b)

F6 Sch. 6 para. 1(5): definition of "listed company" omitted (1.8.2002) by virtue of The Directors' Remuneration Report Regulations 2002 (S.I. 2002/1986), reg. 10(13)(c)

F7 Definition of "the official list" in Sch. 6 para. 1(5) inserted (1.12.2001) by S.I. 2001/3649, art. 33(1)(3)

F8 Definition of "recognised investment exchange" in Sch. 6 para. 1(5) inserted (1.12.2001) by S.I. 2001/3649, art. 33(1)(4)

CHAPTER 2 U.K. PROVISIONS APPLYING ONLY TO UNQUOTED COMPANIES

[F9 X1 Details of highest paid director’s emoluments etc.] U.K.

Editorial Information

X1 There is a version of this provision that is earlier than the first version listed in the table of attributes below. This is because, when the new Chapter 1 Heading was inserted on 1.8.2002 only the version of this provision that was current on that date became associated with that new heading. To view the earlier version, it is recommended that you perform a search for a specific date earlier than the start date of the first version listed in the table of attributes below.

Textual Amendments

F9 Sch. 6 para. 2 substituted (31.3.1997) for Sch. 6 paras. 2-6 by S.I. 1997/570, reg. 3(1)

X2 F10 2 (1) Where the aggregates shown under paragraph 1(1)(a), (b) and (c) total £200,000 or more, the following shall be shown, namely—

(a) so much of the total of those aggregates as is attributable to the highest paid director; and

(b) so much of the aggregate mentioned in paragraph 1(1)(d) as is so attributable.

(2) Where sub-paragraph (1) applies and the highest paid director has performed qualifying services during the financial year by reference to which the rate or amount of any defined benefits that may become payable will be calculated, there shall also be shown—

(a) the amount at the end of the year of his accrued pension; and

(b) where applicable, the amount at the end of the year of his accrued lump sum.

(3) Subject to sub-paragraph (4), where sub-paragraph (1) applies in the case of a company which is not a listed company, there shall also be shown—

(a) whether the highest paid director exercised any share options; and

(b) whether any shares were received or receivable by that director in respect of qualifying services under a long term incentive scheme.

(4) Where the highest paid director has not been involved in any of the transactions specified in sub-paragraph (3), that fact need not be stated.

(5) In this paragraph—

• 'accrued pension’ and 'accrued lump sum’, in relation to any pension scheme and any director, mean respectively the amount of the annual pension, and the amount of the lump sum, which would be payable under the scheme on his attaining normal pension age if—

  (a)

  he had left the company’s service at the end of the financial year;

  (b)

  there were no increase in the general level of prices in Great Britain during the period beginning with the end of that year and ending with his attaining that age;

  (c)

  no question arose of any commutation of the pension or inverse commutation of the lump sum; and

  (d)

  any amounts attributable to voluntary contributions paid by the director to the scheme, and any money purchase benefits which would be payable under the scheme, were disregarded;

• 'the highest paid director’ means the director to whom is attributable the greatest part of the total of the aggregates shown under paragraph 1(1)(a), (b) and (c);

• 'normal pension age’, in relation to any pension scheme and any director, means the age at which the director will first become entitled to receive a full pension on retirement of an amount determined without reduction to take account of its payment before a later age (but disregarding any entitlement to pension upon retirement in the event of illness, incapacity or redundancy).

(6) Sub-paragraphs (4) to (8) of paragraph 1 apply for the purposes of this paragraph as they apply for the purposes of that paragraph.

Editorial Information

X2 There is a version of this provision that is earlier than the first version listed in the table of attributes below. This is because, when the new Chapter 1 Heading was inserted on 1.8.2002 only the version of this provision that was current on that date became associated with that new heading. To view the earlier version, it is recommended that you perform a search for a specific date earlier than the start date of the first version listed in the table of attributes below.

Textual Amendments

F10 Sch. 6 para. 2 substituted (31.3.1997) for Sch. 6 paras. 2-6 by S.I. 1997/570, reg. 3(1)

[F11 X3 Pensions of directors and past directors] U.K.

Editorial Information

X3 There is a version of this provision that is earlier than the first version listed in the table of attributes below. This is because, when the new Chapter 1 Heading was inserted on 1.8.2002 only the version of this provision that was current on that date became associated with that new heading. To view the earlier version, it is recommended that you perform a search for a specific date earlier than the start date of the first version listed in the table of attributes below.

Textual Amendments

F11 Sch. 6 Pt. I inserted (the existing Part I renumbered as Part II) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 3 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6-9)

X4 Excess retirement benefits of directors and past directors U.K.

[F12 7 (1) Subject to sub-paragraph (2), there shall be shown the aggregate amount of—

(a) so much of retirement benefits paid to or receivable by directors under pension schemes; and

(b) so much of retirement benefits paid to or receivable by past directors under such schemes,

as (in each case) is in excess of the retirement benefits to which they were respectively entitled on the date on which the benefits first became payable or 31st March 1997, whichever is the later.

(2) Amounts paid or receivable under a pension scheme need not be included in the aggregate amount if—

(a) the funding of the scheme was such that the amounts were or, as the case may be, could have been paid without recourse to additional contributions; and

(b) amounts were paid to or receivable by all pensioner members of the scheme on the same basis;

and in this sub-paragraph 'pensioner member’, in relation to a pension scheme, means any person who is entitled to the present payment of retirement benefits under the scheme.

(3) In this paragraph—

(a) references to retirement benefits include benefits otherwise than in cash; and

(b) in relation to so much of retirement benefits as consists of a benefit otherwise than in cash, references to their amount are to the estimated money value of the benefit;

and the nature of any such benefit shall also be disclosed.]

Editorial Information

X4 There is a version of this provision that is earlier than the first version listed in the table of attributes below. This is because, when the new Chapter 1 Heading was inserted on 1.8.2002 only the version of this provision that was current on that date became associated with that new heading. To view the earlier version, it is recommended that you perform a search for a specific date earlier than the start date of the first version listed in the table of attributes below.

Textual Amendments

F12 Sch. 6 para. 7 substituted (31.3.1997) by S.I. 1997/570, reg. 4

[F13 X5 Compensation to directors for loss of office] U.K.

Editorial Information

X5 There is a version of this provision that is earlier than the first version listed in the table of attributes below. This is because, when the new Chapter 1 Heading was inserted on 1.8.2002 only the version of this provision that was current on that date became associated with that new heading. To view the earlier version, it is recommended that you perform a search for a specific date earlier than the start date of the first version listed in the table of attributes below.

Textual Amendments

F13 Sch. 6 Pt. I inserted (the existing Part I renumbered as Part II) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 3 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6-9)

X6 8 (1) There shall be shown the aggregate amount of any compensation to directors or past directors in respect of loss of office.

(2) This amount includes compensation received or receivable by a director or past director for—

(a) loss of office as director of the company, or

(b) loss, while director of the company or on or in connection with his ceasing to be a director of it, of—

(i) any other office in connection with the management of the company’s affairs, or

(ii) any office as director or otherwise in connection with the management of the affairs of any subsidiary undertaking of the company;

F14 . . ..

(3) References to compensation include benefits otherwise than in cash; and in relation to such compensation references to its amount are to the estimated money value of the benefit.

The Nature Of Any Such Compensation Shall Be Disclosed.

[F15 (4) In this paragraph, references to compensation for loss of office include the following, namely—

(a) compensation in consideration for, or in connection with, a person’s retirement from office; and

(b) where such a retirement is occasioned by a breach of the person’s contract with the company or with a subsidiary undertaking of the company—

(i) payments made by way of damages for the breach; or

(ii) payments made by way of settlement or compromise of any claim in respect of the breach.

F15 (5) Sub-paragraph (6)(a) of paragraph 1 applies for the purposes of this paragraph as it applies for the purposes of that paragraph.]

Editorial Information

X6 There is a version of this provision that is earlier than the first version listed in the table of attributes below. This is because, when the new Chapter 1 Heading was inserted on 1.8.2002 only the version of this provision that was current on that date became associated with that new heading. To view the earlier version, it is recommended that you perform a search for a specific date earlier than the start date of the first version listed in the table of attributes below.

Textual Amendments

F14 Words in Sch. 6 para. 8(2) omitted (31.3.1997) by virtue of S.I. 1997/570, reg. 5(1)

F15 Sch. 6 para. 8(4)(5) substituted (31.3.1997) for Sch. 6 para. 8(4) by S.I. 1997/570, reg. 5(2)

[F16 X7 Sums paid to third parties in respect of directors’ services] U.K.

Editorial Information

X7 There is a version of this provision that is earlier than the first version listed in the table of attributes below. This is because, when the new Chapter 1 Heading was inserted on 1.8.2002 only the version of this provision that was current on that date became associated with that new heading. To view the earlier version, it is recommended that you perform a search for a specific date earlier than the start date of the first version listed in the table of attributes below.

Textual Amendments

F16 Sch. 6 Pt. I inserted (the existing Part I renumbered as Part II) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 3 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6-9)

X8 9 (1) There shall be shown the aggregate amount of any consideration paid to or receivable by third parties for making available the services of any person—

(a) as a director of the company, or

(b) while director of the company—

(i) as director of any of its subsidiary undertakings, or

(ii) otherwise in connection with the management of the affairs of the company or any of its subsidiary undertakings.

(2) The reference to consideration includes benefits otherwise than in cash; and in relation to such consideration the reference to its amount is to the estimated money value of the benefit.

The nature of any such consideration shall be disclosed.

(3) The reference to third parties is to persons other than—

(a) the director himself or a person connected with him or body corporate controlled by him, and

(b) the company or any of its subsidiary undertakings.

Editorial Information

X8 There is a version of this provision that is earlier than the first version listed in the table of attributes below. This is because, when the new Chapter 1 Heading was inserted on 1.8.2002 only the version of this provision that was current on that date became associated with that new heading. To view the earlier version, it is recommended that you perform a search for a specific date earlier than the start date of the first version listed in the table of attributes below.

[F17 X9 Supplementary] U.K.

Editorial Information

X9 There is a version of this provision that is earlier than the first version listed in the table of attributes below. This is because, when the new Chapter 1 Heading was inserted on 1.8.2002 only the version of this provision that was current on that date became associated with that new heading. To view the earlier version, it is recommended that you perform a search for a specific date earlier than the start date of the first version listed in the table of attributes below.

Textual Amendments

F17 Sch. 6 Pt. I inserted (the existing Part I renumbered as Part II) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 3 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6-9)

X10 10 (1) The following applies with respect to the amounts to be shown under [F18 this Part of this Schedule].

(2) The amount in each case includes all relevant sums paid by or receivable from—

(a) the company; and

(b) the company’s subsidiary undertakings; and

(c) any other person,

except sums to be accounted for to the company or any of its subsidiary undertakings or, by virtue of sections 314 and 315 of this Act (duty of directors to make disclosure on company takeover; consequence of non-compliance), to past or present members of the company or any of its subsidiaries or any class of those members.

F19 (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) References to amounts paid to or receivable by a person include amounts paid to or receivable by a person connected with him or a body corporate controlled by him (but not so as to require an amount to be counted twice).

Editorial Information

X10 There is a version of this provision that is earlier than the first version listed in the table of attributes below. This is because, when the new Chapter 1 Heading was inserted on 1.8.2002 only the version of this provision that was current on that date became associated with that new heading. To view the earlier version, it is recommended that you perform a search for a specific date earlier than the start date of the first version listed in the table of attributes below.

Textual Amendments

F18 Words in Sch. 6 para. 10(1) substituted (31.3.1997) by S.I. 1997/570, reg. 6(2)(a)

F19 Sch. 6 para. 10(3) omitted (31.3.1997) by virtue of S.I. 1997/570, reg. 6(2)(b)

X11 11 (1) The amounts to be shown for any financial year under [F20 this Part of this Schedule] are the sums receivable in respect of that year (whenever paid) or, in the case of sums not receivable in respect of a period, the sums paid during that year.

(2) But where—

(a) any sums are not shown in a note to the accounts for the relevant financial year on the ground that the person receiving them is liable to account for them as mentioned in paragraph 10(2), but the liability is thereafter wholly or partly released or is not enforced within a period of 2 years; or

(b) any sums paid by way of expenses allowance are charged to United Kingdom income tax after the end of the relevant financial year,

those sums shall, to the extent to which the liability is released or not enforced or they are charged as mentioned above (as the case may be), be shown in a note to the first accounts in which it is practicable to show them and shall be distinguished from the amounts to be shown apart from this provision.

Editorial Information

X11 There is a version of this provision that is earlier than the first version listed in the table of attributes below. This is because, when the new Chapter 1 Heading was inserted on 1.8.2002 only the version of this provision that was current on that date became associated with that new heading. To view the earlier version, it is recommended that you perform a search for a specific date earlier than the start date of the first version listed in the table of attributes below.

Textual Amendments

F20 Words in Sch. 6 para. 11(1) substituted (31.3.1997) by S.I. 1997/570, reg. 6(3)

X12 12 Where it is necessary to do so for the purpose of making any distinction required by the preceding paragraphs in an amount to be shown in compliance with this Part of this Schedule, the directors may apportion any payments between the matters in respect of which these have been paid or are receivable in such manner as they think appropriate.

Editorial Information

X12 There is a version of this provision that is earlier than the first version listed in the table of attributes below. This is because, when the new Chapter 1 Heading was inserted on 1.8.2002 only the version of this provision that was current on that date became associated with that new heading. To view the earlier version, it is recommended that you perform a search for a specific date earlier than the start date of the first version listed in the table of attributes below.

[F21 X13 Interpretation] U.K.

Editorial Information

X13 There is a version of this provision that is earlier than the first version listed in the table of attributes below. This is because, when the new Chapter 1 Heading was inserted on 1.8.2002 only the version of this provision that was current on that date became associated with that new heading. To view the earlier version, it is recommended that you perform a search for a specific date earlier than the start date of the first version listed in the table of attributes below.

Textual Amendments

F21 Sch. 6 Pt. I inserted (the existing Part I renumbered as Part II) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 3 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6-9)

X14 13 (1) The following applies for the interpretation of this Part of this Schedule.

(2) A reference to a subsidiary undertaking of the company—

(a) in relation to a person who is or was, while a director of the company, a director also, by virtue of the company’s nomination (direct or indirect) of any other undertaking, includes (subject to the following sub-paragraph) that undertaking, whether or not it is or was in fact a subsidiary undertaking of the company, and

(b) for the purposes of paragraphs 1 to 7 F22 . . . is to an undertaking which is a subsidiary undertaking at the time the services were rendered, and for the purposes of paragraph 8 to a subsidiary undertaking immediately before the loss of office as director.

[F23 (3) The following definitions apply—

(a) 'pension scheme’ has the meaning assigned to 'retirement benefits scheme’ by section 611 of the Income and Corporation Taxes Act 1988 M1 ;

(b) 'retirement benefits’ has the meaning assigned to relevant benefits by section 612(1) of that Act.]

(4) References in this Part of this Schedule to a person being “connected” with a director, and to a director “controlling” a body corporate, shall be construed in accordance with section 346.

Editorial Information

X14 There is a version of this provision that is earlier than the first version listed in the table of attributes below. This is because, when the new Chapter 1 Heading was inserted on 1.8.2002 only the version of this provision that was current on that date became associated with that new heading. To view the earlier version, it is recommended that you perform a search for a specific date earlier than the start date of the first version listed in the table of attributes below.

Textual Amendments

F22 Words in Sch. 6 para. 13(2) omitted (31.3.1997) by virtue of S.I. 1997/570, reg. 6(4)

F23 Sch. 6 para. 13(3) substituted (31.3.1997) by S.I. 1997/570, reg. 6(5)

Marginal Citations

M1 1988 c.1.

[F24 X15 Supplementary] U.K.

Editorial Information

X15 There is a version of this provision that is earlier than the first version listed in the table of attributes below. This is because, when the new Chapter 1 Heading was inserted on 1.8.2002 only the version of this provision that was current on that date became associated with that new heading. To view the earlier version, it is recommended that you perform a search for a specific date earlier than the start date of the first version listed in the table of attributes below.

Textual Amendments

F24 Sch. 6 Pt. I inserted (the existing Part I renumbered as Part II) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 3 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6-9)

X16 14 This Part of this Schedule requires information to be given only so far as it is contained in the company’s books and papers or the company has the right to obtain it from the persons concerned.

Editorial Information

X16 There is a version of this provision that is earlier than the first version listed in the table of attributes below. This is because, when the new Chapter 1 Heading was inserted on 1.8.2002 only the version of this provision that was current on that date became associated with that new heading. To view the earlier version, it is recommended that you perform a search for a specific date earlier than the start date of the first version listed in the table of attributes below.

[F25 F26 Part II U.K. Loans, Quasi-loans and Other Dealings in Favour of Directors]

Textual Amendments

F25 Sch. 6 Pt. II (as renumbered): heading substituted (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6-9) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(1)

F26 Sch. 6 Pt. II paras. 15-27 renumbered from 1-3 and 5-14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6-9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

[F27 15] [F28 The group accounts of a holding company, or if it is not required to prepare group accounts its individual accounts,] shall contain the particulars required by this Schedule of—

(a) any transaction or arrangement of a kind described in section 330 entered into by the company or by a subsidiary of the company for a person who at any time during the financial year was a director of the company or its holding company, or was connected with such a director;

(b) an agreement by the company or by a subsidiary of the company to enter into any such transaction or arrangement for a person who was at any time during the financial year a director of the company or its holding company, or was connected with such a director; and

(c) any other transaction or arrangement with the company or a subsidiary of it in which a person who at any time during the financial year was a director of the company or its holding company had, directly or indirectly, a material interest.

Textual Amendments

F27 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

F28 Words substituted (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(4)

[F29 16] The accounts prepared by a company other than a holding company shall contain the particulars required by this Schedule of—

(a) any transaction or arrangement of a kind described in section 330 entered into by the company for a person who at any time during the financial year was a director of it or of its holding company or was connected with such a director;

(b) an agreement by the company to enter into any such transaction or arrangement for a person who at any time during the financial year was a director of the company or its holding company or was connected with such a director; and

(c) any other transaction or arrangement with the company in which a person who at any time during the financial year was a director of the company or of its holding company had, directly or indirectly, a material interest.

Textual Amendments

F29 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

[F30 17] (1) For purposes of paragraphs 15(c) and 16(c), a transaction or arrangement between a company and a director of it or of its holding company, or a person connected with such a director, is to be treated (if it would not otherwise be so) as a transaction, arrangement or agreement in which that director is interested.

(2) An interest in such a transaction or arrangement is not “material” for purposes of those sub-paragraphs if in the board’s opinion it is not so; but this is without prejudice to the question whether or not such an interest is material in a case where the board have not considered the matter.

“The board” here means the directors of the company preparing the accounts, or a majority of those directors, but excluding in either case the director whose interest it is.

Textual Amendments

F30 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

Modifications etc. (not altering text)

C2 Sch. 6 para. 17 amended (1.12.2001) by 2000 c. 8, s. 374(4)(c); S.I. 2001/3538, art. 2(1)

F31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.K.

4

Textual Amendments

F31 Sch. 6 Pt. II (old) para. 4 repealed (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(3)

[F32 18] Paragraphs 15 and 16 do not apply in relation to the following transactions, arrangements and agreements—

(a) a transaction, arrangement or agreement between one company and another in which a director of the former or of its subsidiary or holding company is interested only by virtue of his being a director of the latter;

(b) a contract of service between a company and one of its directors or a director of its holding company, or between a director of a company and any of that company’s subsidiaries;

(c) a transaction, arrangement or agreement which was not entered into during the financial year and which did not subsist at any time during that year.

Textual Amendments

F32 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

Modifications etc. (not altering text)

C3 Sch. 6 para. 18 amended (1.12.2001) by 2000 c. 8, s. 374(4)(c); S.I. 2001/3538, art. 2(1)

[F33 19] Paragraphs 15 and 16 apply whether or not—

(a) the transaction or arrangement was prohibited by section 330;

(b) the person for whom it was made was a director of the company or was connected with a director of it at the time it was made;

(c) in the case of a transaction or arrangement made by a company which at any time during a financial year is a subsidiary of another company, it was a subsidiary of that other company at the time the transaction or arrangement was made.

Textual Amendments

F33 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

[F34 20] Neither paragraph 15(c) nor paragraph 16(c) applies in relation to any transaction or arrangement if—

(a) each party to the transaction or arrangement which is a member of the same group of companies (meaning a holding company and its subsidiaries) as the company entered into the transaction or arrangement in the ordinary course of business, and

(b) the terms of the transaction or arrangement are not less favourable to any such party than it would be reasonable to expect if the interest mentioned in that sub-paragraph had not been an interest of a person who was a director of the company or of its holding company.

Textual Amendments

F34 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

[F35 21] Neither paragraph 15(c) nor paragraph 16(c) applies in relation to any transaction or arrangement if—

(a) the company is a member of a group of companies (meaning a holding company and its subsidiaries), and

(b) either the company is a wholly-owned subsidiary or no body corporate (other than the company or a subsidiary of the company) which is a member of the group of companies which includes the company’s ultimate holding company was a party to the transaction or arrangement, and

(c) the director in question was at some time during the relevant period associated with the company, and

(d) the material interest of the director in question in the transaction or arrangement would not have arisen if he had not been associated with the company at any time during the relevant period.

Textual Amendments

F35 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

The particulars required by this Part U.K.

[F36 22] (1) Subject to the next paragraph, the particulars required by this Part are those of the principal terms of the transaction, arrangement or agreement.

(2) Without prejudice to the generality of sub-paragraph (1), the following particulars are required—

(a) a statement of the fact either that the transaction, arrangement or agreement was made or subsisted (as the case may be) during the financial year;

(b) the name of the person for whom it was made and, where that person is or was connected with a director of the company or of its holding company, the name of that director;

(c) in a case where paragraph 15(c) or 16(c) applies, the name of the director with the material interest and the nature of that interest;

(d) in the case of a loan or an agreement for a loan or an arrangement within section 330(6) or (7) of this Act relating to a loan—

(i) the amount of the liability of the person to whom the loan was or was agreed to be made, in respect of principal and interest, at the beginning and at the end of the financial year;

(ii) the maximum amount of that liability during that year;

(iii) the amount of any interest which, having fallen due, has not been paid; and

(iv) the amount of any provision (within the meaning of Schedule 4 to this Act) made in respect of any failure or anticipated failure by the borrower to repay the whole or part of the loan or to pay the whole or part of any interest on it;

(e) in the case of a guarantee or security or an arrangement within section 330(6) relating to a guarantee or security—

(i) the amount for which the company (or its subsidiary) was liable under the guarantee or in respect of the security both at the beginning and at the end of the financial year;

(ii) the maximum amount for which the company (or its subsidiary) may become so liable; and

(iii) any amount paid and any liability incurred by the company (or its subsidiary) for the purpose of fulfilling the guarantee or discharging the security (including any loss incurred by reason of the enforcement of the guarantee or security); and

(f) in the case of any transaction, arrangement or agreement other than those mentioned in sub-paragraphs (d) and (e), the value of the transaction or arrangement or (as the case may be) the value of the transaction or arrangement to which the agreement relates.

Textual Amendments

F36 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

[F37 23] In paragraph 22(2) above, sub-paragraphs (c) to (f) do not apply in the case of a loan or quasi-loan made or agreed to be made by a company to or for a body corporate which is either—

(a) a body corporate of which that company is a wholly-owned subsidiary, or

(b) a wholly-owned subsidiary of a body corporate of which that company is a wholly-owned subsidiary, or

(c) a wholly-owned subsidiary of that company,

if particulars of that loan, quasi-loan or agreement for it would not have been required to be included in that company’s annual accounts if the first-mentioned body corporate had not been associated with a director of that company at any time during the relevant period.

Textual Amendments

F37 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

[F38 Excluded transactions] U.K.

Textual Amendments

F38 Sch. 6 Pt. II para 24 (renumbered): heading substituted (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(5)

[F39 24] (1) In relation to a company’s accounts for a financial year, compliance with this Part is not required in the case of transactions of a kind mentioned in the following sub-paragraph which are made by the company or a subsidiary of it for a person who at any time during that financial year was a director of the company or of its holding company, or was connected with such a director, if the aggregate of the values of each transaction, arrangement or agreement so made for that director or any person connected with him, less the amount (if any) by which the liabilities of the person for whom the transaction or arrangement was made has been reduced, did not at any time during the financial year exceed £5,000.

(2) The transactions in question are—

(a) credit transactions,

(b) guarantees provided or securities entered into in connection with credit transactions,

(c) arrangements within subsection (6) or (7) of section 330 relating to credit transactions,

(d) agreements to enter into credit transactions.

Textual Amendments

F39 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

[F40 25] In relation to a company’s accounts for a financial year, compliance with this Part is not required by virtue of paragraph 15(c) or 16(c) in the case of any transaction or arrangement with a company or any of its subsidiaries in which a director of the company or its holding company had, directly or indirectly, a material interest if—

(a) the value of each transaction or arrangement within paragraph 15(c) or 16(c) (as the case may be) in which that director had (directly or indirectly) a material interest and which was made after the commencement of the financial year with the company or any of its subsidiaries, and

(b) the value of each such transaction or arrangement which was made before the commencement of the financial year less the amount (if any) by which the liabilities of the person for whom the transaction or arrangement was made have been reduced,

did not at any time during the financial year exceed in the aggregate £1,000 or, if more, did not exceed [24]5,000 or 1 per cent. of the value of the net assets of the company preparing the accounts in question as at the end of the financial year, whichever is the less.

For this purpose a company’s net assets are the aggregate of its assets, less the aggregate of its liabilities (“liabilities” to include any provision for liabilities or charges within paragraph 89 of Schedule 4).

Textual Amendments

F40 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

[F41 26] Section 345 of this Act (power of Secretary of State to alter sums by statutory instrument subject to negative resolution in Parliament) applies as if the money sums specified in paragraph 24 or 25 above were specified in Part X.

Textual Amendments

F41 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

Interpretation U.K.

[F42 27] [F43 (1)] The following provisions of this Act apply for purposes of this Part of this Schedule—

(a) section 331(2), . . . F44 and (7), as regards the meaning of “guarantee”, . . . F44 and “credit transaction”;

(b) section 331(9), as to the interpretation of references to a transaction or arrangement being made “for” a person;

(c) section 340, in assigning values to transactions and arrangements, and

(d) section 346, as to the interpretation of references to a person being “connected with” a director of a company.

[F45 (2) In this Part of this Schedule “director” includes a shadow director.]

Textual Amendments

F42 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

F43 Sch. 6 Pt. II para. 14 (old) renumbered as para. 27(1) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 5

F44 Words repealed by Banking Act 1987 (c. 22, SIF 10), s. 108(2), Sch. 7 Pt. I

F45 Sch. 6 Pt. II para 27(2) inserted (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 5

[F46 Part III U.K. Other Transactions, Arrangements and Agreements]

Textual Amendments

F46 Sch. 6 Pt. III (renumbered from Pt. II): heading substituted (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 6(1)

[F47 28] This Part of this Schedule applies in relation to the following classes of transactions, arrangements and agreements—

(a) loans, guarantees and securities relating to loans, arrangements of a kind described in subsection (6) or (7) of section 330 of this Act relating to loans and agreements to enter into any of the foregoing transactions and arrangements;

(b) quasi-loans, guarantees and securities relating to quasi-loans arrangements of a kind described in either of those subsections relating to quasi-loans and agreements to enter into any of the foregoing transactions and arrangements;

(c) credit transactions, guarantees and securities relating to credit transactions, arrangements of a kind described in either of those subsections relating to credit transactions and agreements to enter into any of the foregoing transactions and arrangements.

Textual Amendments

F47 Sch. 6 Pt. III paras. 15–17 (old) renumbered as paras. 28 to 30 and internal cross-references in the present Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), s. 6(4), Sch. 4 para. 6(2) (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

[F48 29] (1) To comply with this Part of this Schedule, the accounts must contain a statement, in relation to transactions, arrangements and agreements [F49 made by the company or a subsidiary of it for persons who at any time during the financial year were officers of a company (but not directors or shadow directors)], of—

(a) the aggregate amounts outstanding at the end of the financial year under transactions, arrangements and agreements within sub-paragraphs (a), (b) and (c) respectively of paragraph 28 above, and

(b) the numbers of officers for whom the transactions, arrangements and agreements falling within each of those sub-paragraphs were made.

(2) This paragraph does not apply to transactions, arrangements and agreements made by the company or any of its subsidiaries for an officer of the company if the aggregate amount outstanding at the end of the financial year under the transactions, arrangements and agreements so made for that officer does not exceed £2,500.

(3) Section 345 of this Act (power of Secretary of State to alter money sums by statutory instrument subject to negative resolution in Parliament) applies as if the money sum specified above in this paragraph were specified in Part X.

Textual Amendments

F48 Sch. 6 Pt. III paras. 15–17 (old) renumbered as paras. 28 to 30 and internal cross-references in the present Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), s. 6(4), Sch. 4 para. 6(2) (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

F49 Words substituted by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 6(3) (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

[F50 30] The following provisions of this Act apply for purposes of this Part—

(a) section 331(2), (3), . . . F51 and (7), as regards the meaning of “guarantee”, “quasi-loan”, . . . F51 and “credit transaction”, and

(b) section 331(9), as to the interpretation of references to a transaction or arrangement being made “for” a person;

and “amount outstanding” means the amount of the outstanding liabilities of the person for whom the transaction, arrangement or agreement was made or, in the case of a guarantee or security, the amount guaranteed or secured.

Textual Amendments

F50 Sch. 6 Pt. III paras. 15–17 (old) renumbered as paras. 28 to 30 and internal cross-references in the present Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), s. 6(4), Sch. 4 para. 6(2) (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)

F51 Words repealed by Banking Act 1987 (c. 22, SIF 10), s. 108(2), Sch. 7 Pt. I

F52 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.K.

18—21.

Textual Amendments

F52 Sch. 6 Pt. III (old) (paras. 18–21) repealed and superseded by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 18(3)(4), 213(2), Sch. 4 para. 7, Sch. 7 Pt. IV (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9)