The Companies (Miscellaneous Reporting) Regulations 2018

Regulation 23

SCHEDULE NEW SCHEDULE TO THE COMMUNITY INTEREST COMPANY REGULATIONS 2005

Regulation 26

“SCHEDULE 4A INFORMATION ABOUT DIRECTORS’ BENEFITS

PART 1 INFORMATION REQUIRED TO BE DISCLOSED

Total amount of directors’ remuneration etc.

1.— (1) There must be shown the overall total of the following amounts—

(a) the amount of remuneration paid to or receivable by directors in respect of qualifying services,

(b) the amount of money paid to or receivable by directors, and the net value of assets (other than money, share options or shares) received or receivable by directors, under long term incentive schemes in respect of qualifying services, and

(c) the value of any company contributions—

(i) paid, or treated as paid, to a pension scheme in respect of directors’ qualifying services, and

(ii) by reference to which the rate or amount of any money purchase benefits that may become payable will be calculated.

(2) There must be shown the number of directors (if any) to whom retirement benefits are accruing in respect of qualifying services—

(a) under money purchase schemes, and

(b) under defined benefit schemes.

Payments for loss of office

2.— (1) There must be shown the aggregate amount of any payments for loss of office.

(2) “Payment for loss of office” has the same meaning as in section 215 of the 2006 Act.

Sums paid to third parties in respect of directors’ services

3.— (1) There must 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) In sub-paragraph (1)—

(a) the reference to consideration includes benefits otherwise than in cash, and

(b) 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 must be disclosed.

(3) For the purposes of this paragraph a “third party” means a person other than—

(a) the director, a person connected with the director, or body corporate controlled by the director, or

(b) the company or any of its subsidiary undertakings.

PART 2 SUPPLEMENTARY PROVISIONS

General nature of obligations

4.— (1) 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.

(2) For the purposes of this Schedule information is treated as shown if it is capable of being readily ascertained from other information which is shown.

Provisions as to amounts to be shown

5.— (1) The following provisions apply with respect to the amounts to be shown under this Schedule.

(2) The amount in each case includes all relevant sums, whether paid by or receivable from the company, any of the company’s subsidiary undertakings or any other person.

(3) References to amounts paid to or receivable by a person include amounts paid to or receivable by a person connected with that person or a body corporate controlled by the person (but not so as to require an amount to be counted twice).

(4) Except as otherwise provided, the amounts to be shown for any financial year are—

(a) the sums receivable in respect of that year (whenever paid), or

(b) in the case of sums not receivable in respect of a period, the sums paid during that year.

(5) Sums paid by way of expenses allowance that are charged to United Kingdom income tax after the end of the relevant financial year must be shown in a note to the first accounts in which it is practicable to show them and must be distinguished from the amounts to be shown apart from this provision.

(6) Where it is necessary to do so for the purpose of making any distinction required in complying with this Schedule, the directors may apportion payments between the matters in respect of which they have been paid or are receivable in such manner as they think appropriate.

Exclusion of sums liable to be accounted for to company etc.

6.— (1) The amounts to be shown under this Schedule do not include any sums that are to be accounted for—

(a) to the company or any of its subsidiary undertakings, or

(b) by virtue of sections 219 and 222(3) of the 2006 Act (payments in connection with share transfers: duty to account), to persons who sold their shares as a result of the offer made.

(2) Where—

(a) any such 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, and

(b) the liability is afterwards wholly or partly released or is not enforced within a period of two years,

those sums, to the extent to which the liability is released or not enforced, must be shown in a note to the first accounts in which it is practicable to show them and must be distinguished from the amounts to be shown apart from this provision.

Meaning of “remuneration”

7.— (1) In this Schedule “remuneration” of a director includes—

(a) salary, fees and bonuses, sums paid by way of expenses allowance (so far as they are chargeable to United Kingdom income tax), and

(b) subject to sub-paragraph (2), the estimated money value of any other benefits received by the director otherwise than in cash.

(2) The expression “remuneration” does not include—

(a) the value of any share options granted to a director or the amount of any gains made on the exercise of any such options,

(b) any company contributions paid, or treated as paid, in respect of the director under any pension scheme or any benefits to which the director is entitled under any such scheme, or

(c) any money or other assets paid to or received or receivable by the director under any long term incentive scheme.

Meaning of “long term incentive scheme”

8.— (1) In this Schedule “long term incentive scheme” means an agreement or arrangement—

(a) under which money or other assets may become receivable by a director, and

(b) which includes one or more qualifying conditions with respect to service or performance which cannot be fulfilled within a single financial year.

(2) For this purpose the following must be disregarded—

(a) bonuses the amount of which falls to be determined by reference to service or performance within a single financial year,

(b) compensation for loss of office, payments for breach of contract and other termination payments, and

(c) retirement benefits.

Meaning of “shares” and “share option” and related expressions

9.   In this Schedule—

(a) “shares” means shares (whether allotted or not) in the company, or any undertaking which is a group undertaking in relation to the company, and includes a share warrant as defined by section 779(1) of the 2006 Act, and

(b) “share option” means a right to acquire shares.

Meaning of “pension scheme” and related expressions

10.— (1) In this Schedule—

“pension scheme” means a retirement benefits scheme within the meaning given by section 150(1) of the Finance Act 2004 which is—

(a)

one in which the company participates, or

(b)

one to which the company paid a contribution during the financial year, and

“retirement benefits” means relevant benefits within the meaning given by section 393B of the Income Tax (Earnings and Pensions) Act 2003 read as if subsection (2) were omitted.

(2) In this Schedule, “company contributions”, in relation to a pension scheme and a director, means any payments (including insurance premiums) made, or treated as made, to the scheme in respect of the director by a person other than the director.

(3) In this Schedule, in relation to a director—

“defined benefits” means retirement benefits payable under a pension scheme that are not money purchase benefits,

“defined benefit scheme” means a pension scheme that is not a money purchase scheme,

“money purchase benefits” means retirement benefits payable under a pension scheme the rate or amount of which is calculated by reference to payments made, or treated as made, by the director or by any other person in respect of the director and which are not average salary benefits, and

“money purchase scheme” means a pension scheme under which all of the benefits that may become payable to or in respect of the director are money purchase benefits.

(4) Where a pension scheme provides for any benefits that may become payable to or in respect of any director to be whichever are the greater of—

(a) money purchase benefits as determined by or under the scheme, and

(b) defined benefits as so determined,

the company may assume for the purposes of this paragraph that those benefits will be money purchase benefits, or defined benefits, according to whichever appears more likely at the end of the financial year.

(5) For the purpose of determining whether a pension scheme is a money purchase or defined benefit scheme, any death in service benefits provided for by the scheme are to be disregarded.

References to subsidiary undertakings

11.— (1) Any reference in this Schedule to a subsidiary undertaking of the company, 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 that undertaking, whether or not it is or was in fact a subsidiary undertaking of the company.

(2) Any reference to a subsidiary undertaking of the company—

(a) for the purposes of paragraph 1 (remuneration etc.) is to an undertaking which is a subsidiary undertaking at the time the services were rendered, and

(b) for the purposes of paragraph 2 (compensation for loss of office) is to a subsidiary undertaking immediately before the loss of office as director.

Other minor definitions

12.— (1) In this Schedule—

“net value”, in relation to any assets received or receivable by a director, means value after deducting any money paid or other value given by the director in respect of those assets;

“qualifying services”, in relation to any person, means the person’s services as a director of the company, and that person’s services while director of the company—

(a)

as director of any of its subsidiary undertakings, or

(b)

otherwise in connection with the management of the affairs of the company or any of its subsidiary undertakings.

(2) For the purposes of this Schedule, remuneration paid or receivable or share options granted in respect of a person’s accepting office as a director are treated as emoluments paid or receivable or share options granted in respect of the person’s services as a director.”