Friendly Societies Act 1992

Section 69J

[F1 SCHEDULE 13D U.K. Disclosures about members of the committee of management and employees

Textual Amendments

F1 Sch. 13D inserted (with effect in accordance with art. 1(2) of the amending S.I.) by The Friendly Societies Act 1992 (International Accounting Standards and Other Accounting Amendments) Order 2005 (S.I. 2005/2211), art. 1(2), Sch. para. 6

PART 1 U.K. Emoluments of and dealings with members of the committee

Aggregate amount of committee members' emoluments U.K.

1. (1) The aggregate amount of committee members' emoluments must be shown. U.K.

(2) In this paragraph, “committee members' emoluments” means the emoluments paid to or receivable by any person in respect of—

(a) his services as a member of the committee; or

(b) his services while a member of the committee—

(i) as director of any of the society’s associated bodies; or

(ii) otherwise in connection with the management of the affairs of the society or any of its associated bodies.

(3) There must also be shown, separately, the aggregate amounts within sub-paragraph (2)(a), sub-paragraph (2)(b)(i) and sub-paragraph (2)(b)(ii).

(4) For the purposes of this paragraph the “emoluments” of a person include—

(a) fees and percentages;

(b) sums paid by way of expenses allowance (so far as those sums are chargeable to United Kingdom income tax);

(c) contributions paid in respect of him under any pension scheme; and

(d) the estimated money value of any other benefits received by him otherwise than in cash,

and emoluments in respect of a person’s accepting office as a member of the committee must be treated as emoluments in respect of his services as a member of the committee.

Details of chairman’s and committee members' emoluments U.K.

2. (1) Where the amount shown in compliance with paragraph 1(1) is £60,000 or more, the emoluments of the chairman must be shown. U.K.

(2) Where sub-paragraph (1) requires an amount to be shown and there has been more than one chairman during the year, the emoluments of each must be stated so far as attributable to the period during which he was chairman.

(3) Where the amount shown in compliance with paragraph 1(1) is £60,000 or more, the following information must be given with respect to the committee members' emoluments—

(a) the number of members of the committee whose emoluments fell within each of the following bands—

(i) not more than £5,000;

(ii) more than £5,000 but not more than £10,000;

(iii) more than £10,000 but not more than £15,000;

and in successive bands of £5,000;

(b) if the emoluments of any of the members of the committee exceeded that of the chairman, the greatest amount of emoluments of any member of the committee.

(4) Where more than one person has been chairman during the year, the reference in paragraph (3)(b) to the emoluments of the chairman is to the aggregate of the emoluments of each person who has been chairman, so far as attributable to the period during which he was chairman.

(5) The information required by sub-paragraph (3)(a) need not be given in respect of a member of the committee who discharged his duties as such wholly or mainly outside the United Kingdom; and any such member of the committee must be left out of account for the purposes of sub-paragraph (3)(b).

(6) In this paragraph “emoluments” has the same meaning as in paragraph 1, except that it does not include contributions paid in respect of a person under a pension scheme.

Emoluments waived U.K.

3. (1) There must be shown— U.K.

(a) the number of members of the committee who have waived rights to receive emoluments in the present financial year or in the future which, but for the waiver, would have fallen to be included in the amount shown under paragraph 1(1) in the present annual accounts or in future annual accounts; and

(b) the aggregate amount of those emoluments.

(2) For the purposes of this paragraph it must be assumed that a sum not receivable in respect of a period would have been paid at the time at which it was due, and if such sum was payable only on demand, it must be deemed to have been due at the time of the waiver.

(3) In this paragraph “emoluments” has the same meaning as in paragraph 1.

Pensions of members of the committee and past members of the committee U.K.

4. (1) There must be shown the aggregate amount of pensions of members of the committee and past members of the committee. U.K.

(2) This amount does not include any pension paid or receivable under a pension scheme if the scheme is such that the contributions under it are substantially adequate for the maintenance of the scheme, but, subject to this, it includes any pension paid or receivable in respect of any such services of a member of the committee or past member of the committee as are mentioned in paragraph 1(2) whether to or by him or on his nomination or by virtue of dependence on or other connection with him, to or by any other person.

(3) The amount shown must distinguish between pensions in respect of services as a member of the committee or a director of any of its associated bodies, and other pensions.

(4) References in this paragraph to pensions include benefits otherwise than in cash and in relation to so much of a pension as consists of such a benefit references to its amount are to the estimated money value of the benefit.

(5) The nature of any such benefit as is mentioned in sub-paragraph (4) must be disclosed.

Compensation to members of the committee for loss of office U.K.

5. (1) There must be shown the aggregate amount of any compensation to members of the committee and past members of the committee in respect of loss of office. U.K.

(2) This amount includes compensation received or receivable by members of the committee or past members of the committee for —

(a) loss of office as a member of the committee; or

(b) loss, while a member of the committee or in connection with his ceasing to be a member of the committee, of—

(i) any other office in connection with the management of the society’s affairs; or

(ii) any office as director or otherwise in connection with the management of the affairs of any associated body of the society,

and must distinguish between compensation in respect of the office of member of the committee or a director of any of its associated bodies, and compensation in respect of other offices.

(3) References to compensation in this paragraph include benefits otherwise than in cash, and in relation to such compensation—

(a) references to its amount are to the estimated money value of the benefit; and

(b) the nature of the compensation must be disclosed.

(4) References to compensation for loss of office include compensation in consideration for, or in connection with, a person’s retirement from office.

Sums paid to third parties in respect of services of members of the committee U.K.

6. (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— U.K.

(a) as a member of the committee; or

(b) while a member of the committee—

(i) as director of any of its associated bodies; or

(ii) otherwise in connection with the management of the affairs of the society or any of its associated bodies.

(2) The reference in sub-paragraph (1) to consideration includes benefits paid or receivable otherwise than in cash, and in relation to such consideration—

(a) references to its amount are to the estimated money value of the benefit; and

(b) the nature of the consideration must be disclosed.

(3) The reference in sub-paragraph (1) to third parties is to a person other than—

(a) the member of the committee himself or a person connected with him or a body corporate associated with him; and

(b) the society or any of its associated bodies.

Supplementary provisions regarding committee members' emoluments U.K.

7. (1) The following applies with respect to the amounts to be shown under paragraphs 1, 4, 5 and 6. U.K.

(2) The amount in each case includes all relevant sums paid by or receivable from—

(a) the society;

(b) the society’s associated bodies; and

(c) any other person, except sums to be accounted for to the society or any of its associated bodies.

(3) The amount to be shown under paragraph 5 must distinguish between the sums respectively paid by or receivable from the society, its associated bodies and persons other than the society and its associated bodies.

(4) References in this paragraph 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 associated with him (but not so as to require an amount to be counted twice).

8. (1) The amounts to be shown for any financial year under paragraphs 1, 2, 5 and 6 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. U.K.

(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 7(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 must, to the extent to which the liability is released or not enforced or they are charged as mentioned (as the case may be), 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.

9. (1) Where the Chief Executive of the society is not also a member of the committee of the society, he must be treated, for the purposes of paragraphs 1 to 8 as a member of that committee. U.K.

(2) In such circumstances there must be a note in the accounts specifying that the Chief Executive has been so treated.

Interpretation of provisions regarding committee members' emoluments U.K.

10. (1) In paragraphs 1 to 9— U.K.

(a) references to services to an associated body of a society must be taken to refer to services to a body which was an associated body of the society at the time at which the services were rendered, or, in the case only of paragraph 5, immediately before the member of the committee lost his office as member of the committee;

(b) “pension” includes any superannuation allowance, superannuation gratuity or similar payment;

(c) “pension scheme” means a scheme for the provision of pensions in respect of services as a member of the committee or otherwise which is maintained in whole or in part by means of contributions;

(d) “contribution”, in relation to a pension scheme, means any payment (including an insurance premium) paid for the purposes of the scheme by or in respect of persons rendering services in respect of which pensions will or may become payable under the scheme except that it does not include any payment in respect of two or more persons if the amount paid in respect of each of them is not ascertainable.

(2) In paragraphs 6 and 7, references to a person being “connected” with a member of the committee, and to a member of the committee being “associated with” a body corporate, must be construed in accordance with section 70 of the Building Societies Act 1986 (as applied to friendly societies by paragraph 9 of Schedule 11 to this Act).

Committee members' loans and transactions U.K.

11. (1) This paragraph applies, subject to sub-paragraph (5), in relation to— U.K.

(a) loans from and other transactions and arrangements with the society described in section 65 of the Building Societies Act 1986 (as applied to friendly societies by paragraph 9 of Schedule 11 to this Act) (which restricts loans to and other transactions and arrangements with directors and persons connected with them), other than those to which section 65(5) and (6) of the Building Societies Act 1986 applies; and

(b) in the case of a society the committee of management of which is obliged to prepare group accounts, loans from and other transactions and arrangements with a subsidiary undertaking of the society to which paragraph (a) would apply were the society rather than the subsidiary undertaking a party to them.

(2) The notes to the annual accounts must contain a statement, in relation to such loans, transactions, and arrangements showing;

(a) the aggregate amounts outstanding under them at the end of the financial year; and

(b) the numbers of persons for whom such loans, transactions and arrangements were made.

(3) The notes to the annual accounts must, in relation to any loan or other transaction or arrangement subsisting during or at the end of the financial year, make the following disclosures—

(a) where a copy of it or a memorandum of its terms is included in the register maintained under section 68 of the Building Societies Act 1986 (as applied to friendly societies by paragraph 9 of Schedule 11 to this Act) (which requires the maintenance of such a register), the existence of the register and the availability of requisite particulars from it for inspection must be disclosed;

(b) where it comes within paragraph (1)(b), its particulars must be disclosed unless it was one which would, had the subsidiaries of the society formed part of the society, have been exempted from the obligations imposed by section 68 of the Building Societies Act 1986 (as applied to friendly societies by paragraph 9 of Schedule 11 to this Act).

(4) This paragraph applies in relation to loans to, and other transactions and arrangements with, a person connected with a member of the committee where the society (or in the case of a subsidiary undertaking incorporated in the United Kingdom, the subsidiary undertaking) has notice of the connection between that member of the committee and that person.

Disclosure of auditors' remuneration U.K.

F2 12. U.K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F2 Sch. 13D para. 12 omitted (29.6.2008 with effect in accordance with art. 1(3) of the amending S.I.) by virtue of The Friendly Societies Act 1992 (Accounts, Audit and EEA State Amendments) Order 2008 (S.I. 2008/1140), arts. 1(2), 4(3)

PART 2 U.K. Information about employees

13. (1) The following information with respect to the employees of a society must be given in notes to the society’s individual accounts— U.K.

(a) the average number of persons employed by the society in the financial year; and

(b) the average number of persons so employed within each category of persons employed by the society.

(2) The average number required by sub-paragraph (1)(a) or (b) is determined by dividing the relevant annual number by the number of complete calendar months in the financial year.

(3) The relevant annual number is determined by ascertaining for each complete calendar month in the financial year—

(a) for the purposes of sub-paragraph (1)(a), the number of persons employed under contracts of service by the society in that month (whether throughout the month or not);

(b) for the purposes of sub-paragraph (1)(b), the number of persons in the category in question of persons so employed,

and, in either case, adding together all the monthly numbers.

(4) In respect of all persons employed by the society during the financial year who are taken into account in determining the relevant annual number for the purposes of paragraph (1)(a) there must also be stated the aggregate amounts respectively of—

(a) wages and salaries paid or payable in respect of that year to those persons;

(b) social security costs incurred by the society on their behalf; and

(c) other pension costs so incurred.

This does not apply in so far as those amounts, or any of them, are stated elsewhere in the society’s accounts.

(5) For the purposes of sub-paragraph (1)(b) the categories of person employed by the society are such as the directors may select, having regard to the manner in which the society’s activities are organised.

Interpretation: general U.K.

14. U.K. In this Schedule “associated body”, in relation to a society, means a body in which the society holds shares or corresponding membership rights.]