SCHEDULE 2SHADOW DIRECTORSHIP

Article 26

1

The following provisions of the Companies Act 198513-

a

section 317 of the (disclosure of interests in contracts);

b

section 733 (offences by bodies corporate).

2

The following provisions of the Companies Act 200614

a

section 84 (criminal consequences of failure to make required disclosure);

b

section 162 (register of directors);

c

section 165 (register of directors’ residential addresses);

d

section 167 (duty to notify registrar of changes);

e

sections 170 to 177 (general duties of directors);

f

sections 182 to 186 (declaration of interest in existing transaction) as applied to shadow directors by section 187;

g

sections 188 and 189 (directors’ service contracts);

h

sections 190 to 196 (substantial property transactions);

i

sections 197 to 214 (loans etc to directors);

j

sections 215 to 222 (payments for loss of office) as applied to shadow directors by section 223(2);

k

sections 227 to 230 (directors’ service contracts);

l

section 231 (contracts with sole members who are directors);

m

sections 260 to 269 (derivative claims in England and Wales and Northern Ireland);

n

sections 854 to 859 (annual return).

3

The following provisions of the Insolvency Act 198615

a

section 214 (wrongful trading);

b

section 249 (“connected” with a company).

4

The following provisions of the 2000 Act16

a

section 96A (disclosure of information requirements);

b

section 96B (disclosure rules: persons responsible for compliance).