Companies Act 1985

Part I U.K. Matters of a General Nature

Asset values U.K.

1 F1 (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) If, in the case of [F2 such of the fixed assets of the company F3 . . . ] as consist in interests in land, their market value (as at the end of the financial year) differs substantially from the amount at which they are included in the balance sheet, and the difference is, in the directors’ opinion, of such significance as to require that the attention of members of the company or of holders of its debentures should be drawn to it, the report shall indicate the difference with such degree of precision as is practicable.

[F4 (3) In relation to a group directors' report sub-paragraph (2) has effect as if the reference to the fixed assets of the company was a reference to the fixed assets of the company and of its subsidiary undertakings included in the consolidation.]

Textual Amendments

F1 Sch. 7 para. 1(1) repealed (2.2.1996) by S.I. 1996/189, reg. 14(4)(a) (with reg. 16)

F2 Words in Sch. 7 para. 1(2) substituted (2.2.1996) by S.I. 1996/189, reg. 15(3) (with reg. 16)

F3 Words in Sch. 7 para. 1(2) omitted (22.3.2005) by virtue of The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 7(2)(a)

F4 Sch. 7 para. 1(3) inserted (22.3.2005) by The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 7(2)(b)

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2 F5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F5 Sch. 7 para. 2 repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/1093, art. 5, Sch. 2 Pt. 1 (with Sch. 6 para. 5)

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2A F6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F6 Sch. 7 para. 2A repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/1093, art. 5, Sch. 2 Pt. 1 (with Sch. 6 para. 5)

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2B F7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F7 Sch. 7 para. 2B repealed (6.4.2007) by Companies Act 2006 (c. 46), ss. 1295, 1300, Sch. 16; S.I. 2007/1093, art. 5, Sch. 2 Pt. 1 (with Sch. 6 para. 5)

[F8 Political donations and expenditure] U.K.

Textual Amendments

F8 Sch. 7 Pt. I paras. 3-5 and cross-headings preceding paras. 3, 5 substituted (16.2.2001) for Sch. 7 Pt. I paras. 3-5 and cross-heading preceding para. 3 by 2000 c. 41, s. 140 (with s. 156(6), Sch. 23 para. 13); S.I. 2001/222, art. 2, Sch. 1 Pt. I (subject to transitional provisions in Sch. 1 Pt. II)

[F9 3 (1) If—

(a) the company (not being the wholly-owned subsidiary of a company incorporated in Great Britain) has in the financial year—

(i) made any donation to any registered party or to any other EU political organisation, or

(ii) incurred any EU political expenditure, and

(b) the amount of the donation or expenditure, or (as the case may be) the aggregate amount of all donations and expenditure falling within paragraph (a), exceeded £200,

the directors’ report for the year shall contain the particulars specified in sub-paragraph (2).

(2) Those particulars are—

(a) as respects donations falling within sub-paragraph (1)(a)(i)—

(i) the name of each registered party or other organisation to whom any such donation has been made, and

(ii) the total amount given to that party or organisation by way of such donations in the financial year; and

(b) as respects expenditure falling within sub-paragraph (1)(a)(ii), the total amount incurred by way of such expenditure in the financial year.

(3) If—

(a) at the end of the financial year the company has subsidiaries which have, in that year, made any donations or incurred any such expenditure as is mentioned in sub-paragraph (1)(a), and

(b) it is not itself the wholly-owned subsidiary of a company incorporated in Great Britain,

the directors’ report for the year is not, by virtue of sub-paragraph (1), required to contain the particulars specified in sub-paragraph (2); but, if the total amount of any such donations or expenditure (or both) made or incurred in that year by the company and the subsidiaries between them exceeds £200, the directors’ report for the year shall contain those particulars in relation to each body by whom any such donation or expenditure has been made or incurred.

(4) Any expression used in this paragraph which is also used in Part XA of this Act has the same meaning as in that Part.]

Textual Amendments

F9 Sch. 7 Pt. I paras. 3-5 and cross-headings preceding para. 3, 5 substituted (16.2.2001) for Sch. 7 Pt. I paras. 3-5 and cross-heading preceding para. 3 by 2000 c. 41, s. 140 (with s. 156(6), Sch. 23 para. 13); S.I. 2001/222, art. 2, Sch. 1 Pt. I (subject to transitional provisions in Sch. 1 Pt. II)

[F10 4 (1) If the company (not being the wholly-owned subsidiary of a company incorporated in Great Britain) has in the financial year made any contribution to a non-EU political party, the directors’ report for the year shall contain—

(a) a statement of the amount of the contribution, or

(b) (if it has made two or more such contributions in the year) a statement of the total amount of the contributions.

(2) If—

(a) at the end of the financial year the company has subsidiaries which have, in that year, made any such contributions as are mentioned in sub-paragraph (1), and

(b) it is not itself the wholly-owned subsidiary of a company incorporated in Great Britain,

the directors’ report for the year is not, by virtue of sub-paragraph (1), required to contain any such statement as is there mentioned, but it shall instead contain a statement of the total amount of the contributions made in the year by the company and the subsidiaries between them.

(3) In this paragraph “contribution”, in relation to an organisation, means—

(a) any gift of money to the organisation (whether made directly or indirectly);

(b) any subscription or other fee paid for affiliation to, or membership of, the organisation; or

(c) any money spent (otherwise than by the organisation or a person acting on its behalf) in paying any expenses incurred directly or indirectly by the organisation.

(4) In this paragraph “non-EU political party” means any political party which carries on, or proposes to carry on, its activities wholly outside the member States.]

Textual Amendments

F10 Sch. 7 Pt. I paras. 3-5 and cross-headings preceding paras. 3, 5 substituted (16.2.2001) for Sch. 7 Pt. I paras. 3-5 and cross-heading preceding para. 3 by 2000 c. 41, s. 140 (with s. 156(6), Sch. 23 para. 13); S.I. 2001/222, art. 2, Sch. 1 Pt. I (subject to transitional provisions in Sch. 1 Pt. II)

[F11 Charitable donations] U.K.

Textual Amendments

F11 Sch. 7 Pt. I paras. 3-5 and cross-headings preceding paras. 3, 5 substituted (16.2.2001) for Sch. 7 Pt. I paras. 3-5 and cross-heading preceding para. 3 by 2000 c. 41, s. 140 (with s. 156(6), Sch. 23 para. 13); S.I. 2001/222, art. 2, Sch. 1 Pt. I (subject to transitional provisions in Sch. 1 Pt. II)

[F12 5 (1) If—

(a) the company (not being the wholly-owned subsidiary of a company incorporated in Great Britain) has in the financial year given money for charitable purposes, and

(b) the money given exceeded £200 in amount,

the directors’ report for the year shall contain, in the case of each of the purposes for which money has been given, a statement of the amount of money given for that purpose.

(2) If—

(a) at the end of the financial year the company has subsidiaries which have, in that year, given money for charitable purposes, and

(b) it is not itself the wholly-owned subsidiary of a company incorporated in Great Britain,

sub-paragraph (1) does not apply to the company; but, if the amount given in that year for charitable purposes by the company and the subsidiaries between them exceeds £200, the directors’ report for the year shall contain, in the case of each of the purposes for which money has been given by the company and the subsidiaries between them, a statement of the amount of money given for that purpose.

(3) Money given for charitable purposes to a person who, when it was given, was ordinarily resident outside the United Kingdom is to be left out of account for the purposes of this paragraph.

(4) For the purposes of this paragraph “charitable purposes” means purposes which are exclusively charitable, and as respects Scotland [F13 a purpose is charitable if it is listed in section 7(2) of the Charities and Trustee Investment (Scotland) Act 2005] .]

Textual Amendments

F12 Sch. 7 Pt. I paras. 3-5 and cross-headings preceding paras. 3, 5 substituted (16.2.2001) for Sch. 7 Pt. I paras. 3-5 and cross-heading preceding para. 3 by 2000 c. 41, s. 140 (with s. 156(6), Sch. 23 para. 13); S.I. 2001/222, art. 2, Sch. 1 Pt. I (subject to transitional provisions in Sch. 1 Pt. II)

F13 Words in Sch. 7 para. 5(4) substituted (1.4.2006) by The Charities and Trustee Investment (Scotland) Act 2005 (Consequential Provisions and Modifications) Order 2006 (S.I. 2006/242), art. 5, Sch. para. 3

Financial instruments U.K.

5A (1) In relation to the use of financial instruments by a company F14 . . . , the directors' report must contain an indication of –

(a) the financial risk management objectives and policies of the company F15 . . . , including the policy for hedging each major type of forecasted transaction for which hedge accounting is used, and

(b) the exposure of the company F15 . . . to price risk, credit risk, liquidity risk and cash flow risk,

unless such information is not material for the assessment of the assets, liabilities, financial position and profit or loss of the company F15 . . . .

[F16 (1A) In relation to a group directors' report sub-paragraph (1) has effect as if the references to the company were references to the company and its subsidiary undertakings included in the consolidation.]

(2) In sub-paragraph (1) the expressions “hedge accounting”, “price risk”, “credit risk”, “liquidity risk” and “cash flow risk” have the same meaning as they have in Council Directive 78/660/EEC on the annual accounts of certain types of companies, and in Council Directive 83/349/EEC on consolidated accounts, as amended.

Textual Amendments

F14 Words in Sch. 7 para. 5A(1) omitted (22.3.2005) by virtue of The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 7(3)(a)(i)

F15 Words in Sch. 7 para. 5A(1) omitted (22.3.2005) by virtue of The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 7(3)(a)(ii)

F16 Sch. 7 para. 5A(1A) inserted (22.3.2005) by The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 7(3)(b)

Modifications etc. (not altering text)

C1 Sch. 7 para. 5A extended (with modifications) (E.W.S.) (19.12.1993) by S.I. 1993/3245, reg. 3(3)(g) (as amended (1.10.2005) by The Insurance Accounts Directive (Miscellaneous Insurance Undertakings) (Amendment) Regulations 2005 (S.I. 2005/1985), reg. 2(2)(d))

[F17 Insurance effected for officers or auditors] U.K.

Textual Amendments

F17 Sch. 7 para. 5A and cross-heading preceding added (1.4.1990 for certain purposes as mentioned in S.I. 1990/355, art. 4(e) otherwiseprosp.) by Companies Act 1989 (c. 40, SIF 27), s. 137(2) (subject to transitional provision in S.I. 1990/355, art. 13)

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F18 5A

Textual Amendments

F18 Sch. 7 para. 5A repealed (2.2.1996) by S.I. 1996/189, reg. 14(4)(b)

Miscellaneous U.K.

6 [F19 (1)] The directors’ report shall contain—

(a) particulars of any important events affecting the company F20 . . . which have occurred since the end of the financial year,

(b) an indication of likely future developments in the business of the company F21 . . . , F22 . . .

(c) an indication of the activities (if any) of the company F23 . . . in the field of research and development [F24 and

(d) (unless the company is an unlimited company) and indication of the existence of branches (as defined in section 698(2)) of the company outside the United Kingdom]

[F25 (2) In relation to a group directors' report paragraphs (a), (b) and (c) of sub-paragraph (1) have effect as if the references to the company were references to the company and its subsidiary undertakings included in the consolidation.]

Textual Amendments

F19 In Sch. 7 para. 6 the existing provision becomes sub-paragraph (1) (22.3.2005) by The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 7(4)(a)

F20 Words in Sch. 7 para. 6(1)(a) omitted (22.3.2005) by virtue of The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 7(4)(b)(i)

F21 Words in Sch. 7 para. 6(1)(b) omitted (22.3.2005) by virtue of The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 7(4)(b)(ii)

F22 Word in Sch. 7 para. 6(b) omitted (1.1.1993) by S.I. 1992/3178, reg.3.

F23 Words in Sch. 7 para. 6(1)(c) omitted (22.3.2005) by virtue of The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 7(4)(b)(iii)

F24 Sch. 7 para. 6(d) and word "and" immediately preceding it inserted (1.1.1993) by S.I. 1992/3178, reg.3.

F25 Sch. 7 para. 6(2) inserted (22.3.2005) by The Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011), reg. 7(4)(c)

Modifications etc. (not altering text)

C2 Sch. 7 para. 6 extended (with modifications) (19.12.1993) by S.I. 1993/3245, reg.3

C3 Sch. 7 para. 6 applied (with modifications) (31.12.2004) by The Insurance Accounts Directive (Lloyd's Syndicate and Aggregate Accounts) Regulations 2004 (S.I. 2004/3219), reg. 3(4)(c), Sch.