Section 235(6), 261.
1(1)If in the financial year to which the accounts relate the company has issued any shares, the directors' report shall state the reason for making the issue, the classes of shares issued and, as respects each class of shares, the number issued and the consideration received by the company for the issue.
(2)If in that year the company has issued any debentures, the report shall state the reason for making the issue, the classes of debentures issued, and, as respects each class of debentures, the amount issued and the consideration received by the company for the issue.
2If in the course of the financial year the company (being one subject to the requirements of paragraph 17 of Schedule 9, but not one that has subsidiaries at the end of the year and submits in respect of that year group accounts prepared as consolidated accounts) has carried on business of two or more classes (other than banking or discounting or a class prescribed for the purpose of paragraph 17(2) of that Schedule) that, in the opinion of the directors, differ substantially from each other, there shall be contained in the directors' report a statement of—
(a)the proportions in which the turnover for the year (so far as stated in the accounts in respect of the year in pursuance of that Schedule) is divided amongst those classes (describing them), and
(b)as regards business of each class, the extent or approximate extent (expressed, in either case, in monetary terms) to which, in the opinion of the directors, the carrying on of business of that class contributed to, or restricted, the profit or loss of the company for that year before taxation.
3(1)This paragraph applies if—
(a)the company has subsidiaries at the end of the financial year and submits in respect of that year group accounts prepared as consolidated accounts, and
(b)the company and the subsidiaries dealt with by the accounts carried on between them in the course of the year business of two or more classes (other than banking or discounting or a class prescribed for the purposes of paragraph 17(2) of Schedule 9) that, in the opinion of the directors, differ substantially from each other.
(2)There shall be contained in the directors' report a statement of—
(a)the proportions in which the turnover for the financial year (so far as stated in the accounts for that year in pursuance of Schedule 9) is divided amongst those classes (describing them), and
(b)as regards business of each class, the extent or approximate extent (expressed, in either case, in monetary terms) to which, in the opinion of the directors of the company, the carrying on of business of that class contributed to, or restricted, the profit or loss for that year (before taxation) of the company and the subsidiaries dealt with by the accounts.
4For the purposes of the preceding two paragraphs, classes of business which, in the opinion of the directors, do not differ substantially from each other, are to be treated as one class.
5(1)If at the end of the financial year the company does not have subsidiaries, there shall be contained in the directors' report a statement of—
(a)the average number of persons employed by the company in each week in the year, and
(b)the aggregate remuneration paid or payable in respect of the year to the persons by reference to whom the number stated under sub-paragraph (a) is ascertained.
(2)The number to be stated under that sub-paragraph is the quotient derived by dividing, by the number of weeks in the financial year, the number derived by ascertaining, in relation to each of those weeks, the number of persons who, under contracts of service, were employed in the week (whether throughout it or not) by the company and adding up the numbers ascertained.
6(1)If at the end of the financial year the company has subsidiaries, there shall be contained in the directors' report a statement of—
(a)the average number of persons employed between diem in each week in that year by the company and the subsidiaries, and
(b)the aggregate remuneration paid or payable in respect of that year to the persons by reference to whom the number stated under sub-paragraph (a) is ascertained.
(2)The number to be stated under that sub-paragraph is the quotient derived by dividing, by the number of weeks in the financial year, the number derived by ascertaining, in relation to each of those weeks, the number of persons who, under contracts of service, were employed between them in the week (whether throughout it or not) by the company and its subsidiaries and adding up the numbers ascertained.
7The remuneration to be taken into account under paragraphs 5(1)(b) and 6(1)(b) is the gross remuneration paid or payable in respect of the financial year ; and for this purpose " remuneration " includes bonuses (whether payable under contract or not).
8(1)Paragraphs 5 and 6 are qualified as follows.
(2)Neither paragraph applies if the number that, apart from this sub-paragraph, would fall to be stated under paragraph 5(1)(a) or 6(1)(a) is less than 100.
(3)Neither paragraph applies to a company which is a wholly-owned subsidiary of a company incorporated in Great Britain.
(4)For purposes of both paragraphs, no regard is to be had to any person who worked wholly or mainly outside the United Kingdom.
9The directors' report shall contain particulars of any matters (other than those required to be dealt with in it by section 261(5) and the preceding provisions of this Schedule) so far as they are material for the appreciation of the state of the company's affairs by its members, being matters the disclosure of which will not, in the opinion of the directors, be harmful to the business of the company or of any of its subsidiaries.