Companies Act 1985 (c. 6)

SCHEDULES

SCHEDULE 7 U.K. Matters to be Dealt With in Directors’ Report

Modifications etc. (not altering text)

C1 Sch. 7 (except paras. 2, 7 and 8) applied with modifications by S.I. 1985/680, regs. 4–6, Sch.

Part I U.K. Matters of a General Nature

Asset values U.K.

1 F1 (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) If, in the case of [F2 such of the fixed assets of the company or of any of its subsidiary undertakings] as consist in interests in land, their market value (as at the end of the financial year) differs substantially from the amount at which they are included in the balance sheet, and the difference is, in the directors’ opinion, of such significance as to require that the attention of members of the company or of holders of its debentures should be drawn to it, the report shall indicate the difference with such degree of precision as is practicable.

Textual Amendments

F1 Sch. 7 para. 1(1) repealed (2.2.1996) by S.I. 1996/189, reg. 14(4)(a) (with reg. 16)

F2 Words in Sch. 7 para. 1(2) substituted (2.2.1996) by S.I. 1996/189, reg. 15(3) (with reg. 16)

[F3 2 (1) The information required by paragraphs 2A and 2B shall be given in the directors’ report, or by way of notes to the company’s annual accounts, with respect to each person who at the end of the financial year was a director of the company.

(2) In those paragraphs—

(a) “the register” means the register of directors’ interests kept by the company under section 325; and

(b) references to a body corporate being in the same group as the company are to its being a subsidiary or holding company, or another subsidiary of a holding company, of the company.]

Textual Amendments

F3 Sch. 7 paras. 2–2B substituted for para. 2 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9), by Companies Act 1989 (c. 40, SIF 27), ss. 8(2), 213(2), Sch. 5 para. 3

2A (1) It shall be stated with respect to each director whether, according to the register, he was at the end of the financial year interested in shares in or debentures of the company or any other body corporate in the same group.

(2) If he was so interested, there shall be stated the number of shares in and amount of debentures of each body (specifying it) in which, according to the register, he was then interested.

(3) If a director was interested at the end of the financial year in shares in or debentures of the company or any other body corporate in the same group—

(a) it shall also be stated whether, according to the register, he was at the beginning of the financial year (or, if he was not then a director, when he became one) interested in shares in or debentures of the company or any other body corporate in the same group, and

(b) if he was so interested, there shall be stated the number of shares in and amount of debentures of each body (specifying it) in which, according to the register, he was then interested.

(4) In this paragraph references to an interest in shares or debentures have the same meaning as in section 324; and references to the interest of a director include any interest falling to be treated as his for the purposes of that section.

(5) The reference above to the time when a person became a director is, in the case of a person who became a director on more than one occasion, to the time when he first became a director.

2B (1) It shall be stated with respect to each director whether, according to the register, any right to subscribe for shares in or debentures of the company or another body corporate in the same group was during the financial year granted to, or exercised by, the director or a member of his immediate family.

(2) If any such right was granted to, or exercised by, any such person during the financial year, there shall be stated the number of shares in and amount of debentures of each body (specifying it) in respect of which, according to the register, the right was granted or exercised.

(3) A director’s “immediate family” means his or her spouse and infant children; and for this purpose “children” includes step-children, and “infant”, in relation to Scotland, means pupil or minor.

(4) The reference above to a member of the director’s immediate family does not include a person who is himself or herself a director of the company.

[F4 Political donations and expenditure] U.K.

Textual Amendments

F4 Sch. 7 Pt. I paras. 3-5 and cross-headings preceding paras. 3, 5 substituted (16.2.2001) for Sch. 7 Pt. I paras. 3-5 and cross-heading preceding para. 3 by 2000 c. 41, s. 140 (with s. 156(6), Sch. 23 para. 13); S.I. 2001/222, art. 2, Sch. 1 Pt. I (subject to transitional provisions in Sch. 1 Pt. II)

[F5 3 (1) If—

(a) the company (not being the wholly-owned subsidiary of a company incorporated in Great Britain) has in the financial year—

(i) made any donation to any registered party or to any other EU political organisation, or

(ii) incurred any EU political expenditure, and

(b) the amount of the donation or expenditure, or (as the case may be) the aggregate amount of all donations and expenditure falling within paragraph (a), exceeded £200,

the directors’ report for the year shall contain the particulars specified in sub-paragraph (2).

(2) Those particulars are—

(a) as respects donations falling within sub-paragraph (1)(a)(i)—

(i) the name of each registered party or other organisation to whom any such donation has been made, and

(ii) the total amount given to that party or organisation by way of such donations in the financial year; and

(b) as respects expenditure falling within sub-paragraph (1)(a)(ii), the total amount incurred by way of such expenditure in the financial year.

(3) If—

(a) at the end of the financial year the company has subsidiaries which have, in that year, made any donations or incurred any such expenditure as is mentioned in sub-paragraph (1)(a), and

(b) it is not itself the wholly-owned subsidiary of a company incorporated in Great Britain,

the directors’ report for the year is not, by virtue of sub-paragraph (1), required to contain the particulars specified in sub-paragraph (2); but, if the total amount of any such donations or expenditure (or both) made or incurred in that year by the company and the subsidiaries between them exceeds £200, the directors’ report for the year shall contain those particulars in relation to each body by whom any such donation or expenditure has been made or incurred.

(4) Any expression used in this paragraph which is also used in Part XA of this Act has the same meaning as in that Part.]

Textual Amendments

F5 Sch. 7 Pt. I paras. 3-5 and cross-headings preceding para. 3, 5 substituted (16.2.2001) for Sch. 7 Pt. I paras. 3-5 and cross-heading preceding para. 3 by 2000 c. 41, s. 140 (with s. 156(6), Sch. 23 para. 13); S.I. 2001/222, art. 2, Sch. 1 Pt. I (subject to transitional provisions in Sch. 1 Pt. II)

[F6 4 (1) If the company (not being the wholly-owned subsidiary of a company incorporated in Great Britain) has in the financial year made any contribution to a non-EU political party, the directors’ report for the year shall contain—

(a) a statement of the amount of the contribution, or

(b) (if it has made two or more such contributions in the year) a statement of the total amount of the contributions.

(2) If—

(a) at the end of the financial year the company has subsidiaries which have, in that year, made any such contributions as are mentioned in sub-paragraph (1), and

(b) it is not itself the wholly-owned subsidiary of a company incorporated in Great Britain,

the directors’ report for the year is not, by virtue of sub-paragraph (1), required to contain any such statement as is there mentioned, but it shall instead contain a statement of the total amount of the contributions made in the year by the company and the subsidiaries between them.

(3) In this paragraph “contribution”, in relation to an organisation, means—

(a) any gift of money to the organisation (whether made directly or indirectly);

(b) any subscription or other fee paid for affiliation to, or membership of, the organisation; or

(c) any money spent (otherwise than by the organisation or a person acting on its behalf) in paying any expenses incurred directly or indirectly by the organisation.

(4) In this paragraph “non-EU political party” means any political party which carries on, or proposes to carry on, its activities wholly outside the member States.]

Textual Amendments

F6 Sch. 7 Pt. I paras. 3-5 and cross-headings preceding paras. 3, 5 substituted (16.2.2001) for Sch. 7 Pt. I paras. 3-5 and cross-heading preceding para. 3 by 2000 c. 41, s. 140 (with s. 156(6), Sch. 23 para. 13); S.I. 2001/222, art. 2, Sch. 1 Pt. I (subject to transitional provisions in Sch. 1 Pt. II)

[F7 Charitable donations] U.K.

Textual Amendments

F7 Sch. 7 Pt. I paras. 3-5 and cross-headings preceding paras. 3, 5 substituted (16.2.2001) for Sch. 7 Pt. I paras. 3-5 and cross-heading preceding para. 3 by 2000 c. 41, s. 140 (with s. 156(6), Sch. 23 para. 13); S.I. 2001/222, art. 2, Sch. 1 Pt. I (subject to transitional provisions in Sch. 1 Pt. II)

[F8 5 (1) If—

(a) the company (not being the wholly-owned subsidiary of a company incorporated in Great Britain) has in the financial year given money for charitable purposes, and

(b) the money given exceeded £200 in amount,

the directors’ report for the year shall contain, in the case of each of the purposes for which money has been given, a statement of the amount of money given for that purpose.

(2) If—

(a) at the end of the financial year the company has subsidiaries which have, in that year, given money for charitable purposes, and

(b) it is not itself the wholly-owned subsidiary of a company incorporated in Great Britain,

sub-paragraph (1) does not apply to the company; but, if the amount given in that year for charitable purposes by the company and the subsidiaries between them exceeds £200, the directors’ report for the year shall contain, in the case of each of the purposes for which money has been given by the company and the subsidiaries between them, a statement of the amount of money given for that purpose.

(3) Money given for charitable purposes to a person who, when it was given, was ordinarily resident outside the United Kingdom is to be left out of account for the purposes of this paragraph.

(4) For the purposes of this paragraph “charitable purposes” means purposes which are exclusively charitable, and as respects Scotland “charitable” is to be construed as if it were contained in the Income Tax Acts.]

Textual Amendments

F8 Sch. 7 Pt. I paras. 3-5 and cross-headings preceding paras. 3, 5 substituted (16.2.2001) for Sch. 7 Pt. I paras. 3-5 and cross-heading preceding para. 3 by 2000 c. 41, s. 140 (with s. 156(6), Sch. 23 para. 13); S.I. 2001/222, art. 2, Sch. 1 Pt. I (subject to transitional provisions in Sch. 1 Pt. II)

Financial instruments U.K.

5A (1) In relation to the use of financial instruments by a company and by its subsidiary undertakings, the directors' report must contain an indication of –

(a) the financial risk management objectives and policies of the company and its subsidiary undertakings included in the consolidation, including the policy for hedging each major type of forecasted transaction for which hedge accounting is used, and

(b) the exposure of the company and its subsidiary undertakings included in the consolidation to price risk, credit risk, liquidity risk and cash flow risk,

unless such information is not material for the assessment of the assets, liabilities, financial position and profit or loss of the company and its subsidiary undertakings included in the consolidation.

(2) In sub-paragraph (1) the expressions “hedge accounting”, “price risk”, “credit risk”, “liquidity risk” and “cash flow risk” have the same meaning as they have in Council Directive 78/660/EEC on the annual accounts of certain types of companies, and in Council Directive 83/349/EEC on consolidated accounts, as amended.

[F9 Insurance effected for officers or auditors] U.K.

Textual Amendments

F9 Sch. 7 para. 5A and cross-heading preceding added (1.4.1990 for certain purposes as mentioned in S.I. 1990/355, art. 4(e) otherwiseprosp.) by Companies Act 1989 (c. 40, SIF 27), s. 137(2) (subject to transitional provision in S.I. 1990/355, art. 13)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.K.

F10 5A

Textual Amendments

F10 Sch. 7 para. 5A repealed (2.2.1996) by S.I. 1996/189, reg. 14(4)(b)

Miscellaneous U.K.

6 The directors’ report shall contain—

(a) particulars of any important events affecting the company or any of its [F11 subsidiary undertakings] which have occurred since the end of the financial year,

(b) an indication of likely future developments in the business of the company and of its [F11 subsidiary undertakings], F12 . . .

(c) an indication of the activities (if any) of the company and its [F11 subsidiary undertakings] in the field of research and development [F13 and

(d) (unless the company is an unlimited company) and indication of the existence of branches (as defined in section 698(2)) of the company outside the United Kingdom]

Textual Amendments

F11 Words substituted (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 8(2), 213(2), Sch. 5 para. 2(2)

F12 Word in Sch. 7 para. 6(b) omitted (1.1.1993) by S.I. 1992/3178, reg.3.

F13 Sch. 7 para. 6(d) and word "and" immediately preceding it inserted (1.1.1993) by S.I. 1992/3178, reg.3.

Modifications etc. (not altering text)

C2 Sch. 7 para. 6 extended (with modifications) (19.12.1993) by S.I. 1993/3245, reg.3

C3 Sch. 7 para. 6 applied (with modifications) (31.12.2004) by The Insurance Accounts Directive (Lloyd's Syndicate and Aggregate Accounts) Regulations 2004 (S.I. 2004/3219), reg. 3(4)(c), Sch.