40 Directors’ remuneration.U.K.
(1)This section applies to any licence holder which is a company.
(2)As soon as practicable after the end of each financial year of the company it shall make a statement to the Commission—
(a)disclosing whether or not remuneration has been paid or become due during that financial year to the directors of the company as a result of arrangements falling within subsection (3), and
(b)where such remuneration has been paid or become due, describing the arrangements and the remuneration.
(3)Arrangements fall within this subsection if they are arrangements for linking the remuneration of the directors to standards of performance—
(a)specified for the company in its licence, or determined for the company by or under the licence, or
(b)set or agreed to by the company,
in relation to the provision of services authorised or required by the licence.
(4)A description under subsection (2)(b) shall include—
(a)a statement of when the arrangements were made,
(b)a description of the standards of performance in question,
(c)an explanation of the means by which the standards of performance are assessed, and
(d)an explanation of how the remuneration was calculated.
(5)The statement required by subsection (2) shall also state—
(a)whether or not there are in force in respect of the financial year during which the statement is made arrangements falling within subsection (3),
(b)if not, whether the company intends that such arrangements will be in force at some time during that financial year,
and if there are, or it is intended that there will be, such arrangements in force the statement shall describe those arrangements.
(6)A description under subsection (5) shall—
(a)include the matters mentioned in subsection (4)(a) to (c), and
(b)where the arrangements described are different from any arrangements described under subsection (2)(b), state the likely effect of those differences on the remuneration of each director of the company.
(7)The statement required by subsection (2) shall be made to the Commission in such manner as may be required by the Commission.
(8)The statement required by subsection (2)—
(a)shall be published by the company making the statement in such manner as it considers will secure adequate publicity for the statement, and
(b)may be published by the Commission in such manner as it may consider appropriate.
(9)The duty of a company under this section applies in relation to any person who has at any time been a director of the company.
(10)In this section—
“company” means a company within the meaning of the M1Companies Act 1985, or the M2Companies (Northern Ireland) Order 1986, which is limited by shares,
“remuneration” in relation to a director of a company—
(a)means any form of payment, consideration or other benefit (including pension benefit) paid or due to or in respect of the director, and
(b)includes remuneration in respect of any of his services while a director of the company.