3. After Article 242A of the Order(1) (approval and signing of directors' report), insert –
242B.—(1) The directors of a quoted company shall for each financial year prepare a directors' remuneration report which shall contain the information specified in Schedule 7A and comply with any requirement of that Schedule as to how information is to be set out in the report.
(2) In Schedule 7A –
Part I is introductory,
Part II relates to information about remuneration committees, performance related remuneration and liabilities in respect of directors' contracts,
Part III relates to detailed information about directors' remuneration (information included under Part III is required to be reported on by the auditors, see Article 243), and
Part IV contains interpretative and supplementary provisions.
(3) In the case of any failure to comply with the provisions of this Part as to the preparation of a directors' remuneration report and the contents of the report, every person who was a director of the quoted company immediately before the end of the period for laying and delivering accounts and reports for the financial year in question is guilty of an offence and liable to a fine.
(4) In proceedings against a person for an offence under paragraph (3) it is a defence for him to prove that he took all reasonable steps for securing compliance with the requirements in question.
(5) It is the duty of any director of a company, and any person who has at any time in the preceding five years been a director of the company, to give notice to the company of such matters relating to himself as may be necessary for the purposes of Parts II and III of Schedule 7A.
(6) A person who makes default in complying with paragraph (5) commits an offence and is liable to a fine.
242C.—(1) The directors' remuneration report shall be approved by the board of directors and signed on behalf of the board by a director or the secretary of the company.
(2) Every copy of the directors' remuneration report which is laid before the company in general meeting, or which is otherwise circulated, published or issued, shall state the name of the person who signed it on behalf of the board.
(3) The copy of the directors' remuneration report which is delivered to the registrar shall be signed on behalf of the board by a director or the secretary of the company.
(4) If a copy of the directors' remuneration report –
(a)is laid before the company, or otherwise circulated, published or issued, without the report having been signed as required by this Article or without the required statement of the signatory’s name being included, or
(b)is delivered to the registrar without being signed as required by this Article,
the company and every officer of it who is in default is guilty of an offence and liable to a fine.”.
Article 242A was inserted into the 1986 Order by Article 10 of the Companies (Northern Ireland) Order 1990