The Directors' Remuneration Report Regulations (Northern Ireland) 2005

Minor and consequential amendments

10.—(1) The following minor and consequential amendments to the Order shall have effect.

(2) In Article 245(2) (duties of auditors), after “the company’s individual accounts are not in agreement with the accounting records and returns,” insert “or if in the case of a quoted company the auditable part of its directors' remuneration report is not in agreement with the accounting records and returns,”.

(3) In Article 246(1)(1) (persons entitled to receive copies of accounts and reports), for “A copy of the company’s annual accounts, together with a copy of the directors' report for that financial year and of the auditors' report on those accounts,” substitute “A copy of each of the documents mentioned in paragraph (1A),”.

(4) In Article 246, after paragraph (1), insert –

“(1A) Those documents are –

(a) the company’s annual accounts for the financial year,

(b) the directors' report for that financial year,

(c) (in the case of a quoted company) the directors' remuneration report for that financial year, and

(d) the auditors' report on those accounts or (in the case of a quoted company) on those accounts and the auditable part of the directors' remuneration report.”.

(5) In Article 246(4A)(2), for “a company’s annual accounts, of the directors' report and of the auditors' report” substitute “the documents mentioned in paragraph (1A)”.

(6) In Article 247(1)(1) (right to demand copies of accounts and reports), for the words after “without charge”, substitute –

“with a copy of –

(a) the company’s last annual accounts,

(b) the last directors' report,

(c) (in the case of a quoted company) the last directors' remuneration report, and

(d) the auditors' report on those accounts or (in the case of a quoted company) on those accounts and the auditable part of the directors' remuneration report for the financial year for which those accounts are prepared.”.

(7) In Article 249(1) (accounts and reports to be laid before company in general meeting), for the words after “lay before the company in general meeting” substitute –

“copies of –

(a) the company’s annual accounts,

(b) the directors' report,

(c) (in the case of a quoted company) the directors' remuneration report, and

(d) the auditors' report on those accounts or (in the case of a quoted company) on those accounts and the auditable part of the directors' remuneration report.”.

(8) In Article 250(1)(3) (accounts and reports to be delivered to the registrar), for the words after “deliver to the registrar” substitute –

“a copy of –

(a) the company’s annual accounts,

(b) the directors' report,

(c) (in the case of a quoted company) the directors' remuneration report, and

(d) the auditors' report on those accounts or (in the case of a quoted company) on those accounts and the auditable part of the directors' remuneration report.”.

(9) In Article 253(4) (voluntary revision of annual accounts or directors' report) –

(a) in paragraph (1), after “a revised directors' report” after “directors' report” insert “or directors' remuneration report”; and

(b) in paragraph (3), after “a revised directors' report” insert “or a revised directors' remuneration report”.

(10) In Article 253B(3)(b)(5) (application to court in respect of defective accounts) after “directors' report” insert “, directors' remuneration report”.

(11) In Article 270(1)(6) (minor definitions), after the definition of “qualified” insert –

““quoted company” means a company whose equity share capital –

(a)

has been included in the official list in accordance with the provisions of Part VI of the Financial Services and Markets Act 2000; or

(b)

is officially listed in an EEA State; or

(c)

is admitted to dealing on either the New York Stock Exchange or the exchange known as Nasdaq;

and in sub-paragraph (a) the official list shall have the meaning given it by section 103(1) of the Financial Services and Markets Act 2000;”.

(12) In Article 270A(7) (index of defined expressions), after the entry for “associated undertaking” insert –

“auditable part (of a directors' remuneration report)

Article 243(5)”

and, after the entry for “qualified” insert –

“quoted company

Article 270(1)”.

(13) In Schedule 6 (disclosure of information: emoluments and other benefits of directors and others) –

(a) after the heading for Part I (and before the cross-heading preceding paragraph 1) insert –

“CHAPTER I

PROVISIONS APPLYING TO QUOTED AND UNQUOTED COMPANIES”;

(b) in paragraph 1(2), for “In the case of a company which is not a listed company” substitute “In the case of a company which is not a quoted company and whose equity share capital is not listed on the market known as AIM”;

(c) in paragraph 1(5), omit the definition of “listed company”; and

(d) after paragraph 1 (and before the heading for paragraph 2) insert –

“CHAPTER II

PROVISIONS APPLYING ONLY TO UNQUOTED COMPANIES”.

(14) In Schedule 23 (punishment of offences under this Order) insert –

(a) after the entry for Article 242A(4),

“242B(3)	Non-compliance with requirements as to preparation and content of directors' remuneration report	Summary	One fifth of the statutory maximum.
242B(6)	Default in complying with Article 242B(5)	Summary	One fifth of the statutory maximum.
242C(4)	Non-compliance with requirements as to signing etc. of directors' remuneration report	Summary	One fifth of the statutory maximum.”

(b) after the entry for Article 249(2) or 250(2),

“249A(9)	Default in complying with the requirements of Article 249A(3) and (4)	Summary	One fifth of the statutory maximum
249A(10)	Failure to put resolution to vote of meeting	Summary	One fifth of the statutory maximum.”

(1)

Articles 246 and 247 were inserted into the 1986 Order by Article 12 of the Companies (Northern Ireland) Order 1990 in place of existing Articles of those numbers

(2)

Article 246(4A) was inserted into the 1986 Order by S.R. 2003 No. 3

(3)

Article 250 was inserted into the 1986 Order by Article 13 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number

(4)

Article 253 was inserted into the 1986 Order by Article 14 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number and amended by S.R. 1995 No. 128

(5)

Article 253B was inserted into the 1986 Order by Article 14 of the Companies (Northern Ireland) Order 1990

(6)

Article 270 was inserted into the 1986 Order by Article 24 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and amended by S.R. 1993 No. 199

(7)

Article 270A was inserted into the 1986 Order by Article 24 of the Companies (Northern Ireland) Order 1990, and amended in a manner not relevant to these Regulations