Companies Act 2006

Chapter 5 Quoted companies: right of members to raise audit concerns at accounts meeting

527 Members' power to require website publication of audit concerns

(1) The members of a quoted company may require the company to publish on a website a statement setting out any matter relating to—

(a) the audit of the company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the next accounts meeting, or

(b) any circumstances connected with an auditor of the company ceasing to hold office since the previous accounts meeting,

that the members propose to raise at the next accounts meeting of the company.

(2) A company is required to do so once it has received requests to that effect from—

(a) members representing at least 5% of the total voting rights of all the members who have a relevant right to vote (excluding any voting rights attached to any shares in the company held as treasury shares), or

(b) at least 100 members who have a relevant right to vote and hold shares in the company on which there has been paid up an average sum, per member, of at least £100.

See also section 153 (exercise of rights where shares held on behalf of others).

(3) In subsection (2) a “relevant right to vote” means a right to vote at the accounts meeting.

(4) A request—

(a) may be sent to the company in hard copy or electronic form,

(b) must identify the statement to which it relates,

(c) must be authenticated by the person or persons making it, and

(d) must be received by the company at least one week before the meeting to which it relates.

(5) A quoted company is not required to place on a website a statement under this section if, on an application by the company or another person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused.

(6) The court may order the members requesting website publication to pay the whole or part of the company’s costs (in Scotland, expenses) on such an application, even if they are not parties to the application.

528 Requirements as to website availability

(1) The following provisions apply for the purposes of section 527 (website publication of members' statement of audit concerns).

(2) The information must be made available on a website that—

(a) is maintained by or on behalf of the company, and

(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 conditional on the payment of a fee or otherwise restricted.

(4) The statement—

(a) must be made available within three working days of the company being required to publish it on a website, and

(b) must be kept available until after the meeting to which it relates.

(5) A failure to make information available on a website throughout the period specified in subsection (4)(b) is disregarded if—

(a) the information is made available on the website for part of that period, and

(b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid.

529 Website publication: company’s supplementary duties

(1) A quoted company must in the notice it gives of the accounts meeting draw attention to—

(a) the possibility of a statement being placed on a website in pursuance of members' requests under section 527, and

(b) the effect of the following provisions of this section.

(2) A company may not require the members requesting website publication to pay its expenses in complying with that section or section 528 (requirements in connection with website publication).

(3) Where a company is required to place a statement on a website under section 527 it must forward the statement to the company’s auditor not later than the time when it makes the statement available on the website.

(4) The business which may be dealt with at the accounts meeting includes any statement that the company has been required under section 527 to publish on a website.

530 Website publication: offences

(1) In the event of default in complying with

(a) section 528 (requirements as to website publication), or

(b) section 529 (companies' supplementary duties in relation to request for website publication),

an offence is committed by every officer of the company who is in default.

(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 maximum.

531 Meaning of “quoted company”

(1) For the purposes of this Chapter a company is a quoted company if it is a quoted company in accordance with section 385 (quoted and unquoted companies for the purposes of Part 15) in relation to the financial year to which the accounts to be laid at the next accounts meeting relate.

(2) The provisions of subsections (4) to (6) of that section (power to amend definition by regulations) apply in relation to the provisions of this Chapter as in relation to the provisions of that Part.