Companies Act 1985 (c. 6)

SCHEDULES

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 2 U.K. PROVISIONS APPLYING ONLY TO UNQUOTED COMPANIES

[F3 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

F3 Sch. 6 para. 2 substituted (31.3.1997) for Sch. 6 paras. 2-6 by S.I. 1997/570, reg. 3(1)

X2 F4 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

F4 Sch. 6 para. 2 substituted (31.3.1997) for Sch. 6 paras. 2-6 by S.I. 1997/570, reg. 3(1)

[F5 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

F5 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.

[F6 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

F6 Sch. 6 para. 7 substituted (31.3.1997) by S.I. 1997/570, reg. 4

[F7 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

F7 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;

F8 . . ..

(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.

[F9 (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.

F9 (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

F8 Words in Sch. 6 para. 8(2) omitted (31.3.1997) by virtue of S.I. 1997/570, reg. 5(1)

F9 Sch. 6 para. 8(4)(5) substituted (31.3.1997) for Sch. 6 para. 8(4) by S.I. 1997/570, reg. 5(2)

[F10 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

F10 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.

[F11 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

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)

X10 10 (1) The following applies with respect to the amounts to be shown under [F12 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.

F13 (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

F12 Words in Sch. 6 para. 10(1) substituted (31.3.1997) by S.I. 1997/570, reg. 6(2)(a)

F13 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 [F14 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

F14 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.

[F15 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

F15 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 F16 . . . 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.

[F17 (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

F16 Words in Sch. 6 para. 13(2) omitted (31.3.1997) by virtue of S.I. 1997/570, reg. 6(4)

F17 Sch. 6 para. 13(3) substituted (31.3.1997) by S.I. 1997/570, reg. 6(5)

Marginal Citations

M1 1988 c.1.

[F18 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

F18 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.