Part 10U.K.A company's directors

Modifications etc. (not altering text)

C1Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

[F1CHAPTER 4AU.K.Directors of quoted companies [F2and traded companies]: special provision

Textual Amendments

Restrictions relating to remuneration or loss of office paymentsU.K.

226DSections 226B and 226C: supplementaryU.K.

(1)A resolution approving [F3an amendment] for the purposes of section 226B(1)(b) or 226C(1)(b) must not be passed unless a memorandum setting out particulars of the proposed payment [F4to which the amendment relates] (including its amount) is made available for inspection by the members of the company—

(a)at the company's registered office for not less than 15 days ending with the date of the meeting at which the resolution is to be considered, and

(b)at that meeting itself.

[F5(2)The memorandum must explain the ways in which the payment would be inconsistent with the approved directors’ remuneration policy (within the meaning of the section in question) but for the amendment.]

(3)The company must ensure that the memorandum is made available on the company's website from the first day on which the memorandum is made available for inspection under subsection (1) until its next accounts meeting.

(4)Failure to comply with subsection (3) does not affect the validity of the meeting at which a resolution is passed approving [F6the amendment] to which the memorandum relates or the validity of anything done at the meeting.

(5)Nothing in section 226B or 226C authorises the making of a remuneration payment or (as the case may be) a payment for loss of office in contravention of the articles of the company concerned.

(6)Nothing in section 226B or 226C applies in relation to a remuneration payment or (as the case may be) a payment for loss of office made to a person who is, or is to be or has been, a director of a quoted company [F7or of an unquoted traded company] before the earlier of—

(a)the end of the first financial year of the company to begin on or after the day on which it becomes a quoted company [F8or (as the case may be) an unquoted traded company], and

(b)the date from which the company's first directors' remuneration policy to be approved under section 439A takes effect.

(7)In this section the “company's website” is the website on which the company makes material available under section 430.]

Textual Amendments