Companies Act 1985

Emoluments

22 (1) There shall be shown the aggregate amount of the directors' emoluments.

(2) This amount—

(a) includes any emoluments paid to or receivable by a person in respect of his services as director of the company or in respect of his services, while director of the company, as director of any subsidiary of it or otherwise in connection with the management of the affairs of the company or any subsidiary of it; and

(b) shall distinguish between emoluments in respect of services as director, whether of the company or its subsidiary, and other emoluments.

(3) For purposes of this paragraph " emoluments", in relation to a director, includes fees and percentages, any sums paid by way of expenses allowance (insofar as those sums are charged to United Kingdom income tax), any contributions paid in respect of him under any pension scheme and the estimated money value of any other benefits received by him otherwise than in cash.

23 A company which is neither a holding company nor a subsidiary of another body corporate need not comply with paragraphs 24 to 27 below as respects a financial year in the case of which the amount shown in compliance with paragraph 22 above does not exceed £60.000.

24 (1) The following applies as respects the emoluments of the company's chairman; and for this purpose " chairman " means the person elected by the directors to be chairman of their meetings and includes a person who, though not so elected, holds any office (however designated) which in accordance with the company's constitution carries with it functions substantially similar to those discharged by a person so elected.

(2) If one person has been chairman throughout the financial year, there shall be shown his emoluments, unless his duties as chairman were wholly or mainly discharged outside the United Kingdom.

(3) Otherwise, there shall be shown with respect to each person who has been chairman during the year his emoluments so far as attributable to the period during which he was chairman, unless his duties as chairman were wholly or mainly discharged outside the United Kingdom.

25 (1) The following applies as respects the emoluments of directors.

(2) With respect to all the directors (other than any who discharged their duties as such wholly or mainly outside the United Kingdom), there shall be shown—

(a) the number (if any) who had no emoluments or whose several emoluments amounted to not more than £5,000; and

(b) by reference to each pair of adjacent points on a scale whereon the lowest point is £5.000 and the succeeding ones are successive integral multiples of £5.000, the number (if any) whose several emoluments exceeded the lower point but did not exceed the higher.

(3) If, of the directors (other than any who discharged their duties as such wholly or mainly outside the United Kingdom), the emoluments of one only exceed the relevant amount, his emoluments (so far as so ascertainable) shall also be shown.

(4) If, of the directors (other than any who discharged their duties as such wholly or mainly outside the United Kingdom), the emoluments of each of two or more exceed the relevant amount, the emoluments of him (or them, in the case of equality) who had the greater or, as the case may be, the greatest shall also be shown.

(5) " The relevant amount "—

(a) if one person has been chairman throughout the year, means the amount of his emoluments ; and

(b) otherwise, means an amount equal to the aggregate of the emoluments, so far as attributable to the period during which he was chairman, of each person who has been chairman during the year.

26 There shall under paragraphs 24 and 25 be brought into account as emoluments of a person all such amounts (other than contributions paid in respect of him under a pension scheme) as in his case are to be included in the amount shown under paragraph 22.