The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025

Part 10

4.—(1) In section 215 (payments for loss of office)(1)—

(a) in subsection (5) omit “or unquoted traded company”;

(b) omit subsection (6).

(2) In the heading to Chapter 4A of Part 10(2) omit “and traded companies”.

(3) In section 226A (key definitions)(3)—

(a) in subsection (1)—

(i) in the definition of “directors’ remuneration policy”, omit “, or of an unquoted traded company,”;

(ii) omit the definition of “unquoted traded company”;

(b) in subsection (2), omit “or unquoted traded company”;

(c) in subsection (10), omit paragraph (b) and the “or” before it.

(4) In section 226B (remuneration payments), in subsection (1)(4)—

(a) omit “or unquoted traded company”;

(b) for paragraph (b) substitute—

“(b) the payment is approved by resolution of the members of the company.”.

(5) In section 226C (loss of office payments), in subsection (1)(5)—

(a) omit “or of an unquoted traded company”;

(b) for paragraph (b) substitute—

“(b) the payment is approved by resolution of the members of the company.”.

(6) In section 226D (sections 226B and 226C: supplementary)(6)—

(a) in subsection (1)—

(i) for “an amendment” substitute “a payment”;

(ii) omit “to which the amendment relates”;

(b) for subsection (2) substitute—

“(2) The memorandum must explain the ways in which the payment is inconsistent with the approved directors’ remuneration policy (within the meaning of the section in question).”;

(c) In subsection (4), for “the amendment” substitute “a payment”;

(d) in subsection (6)—

(i) in the opening words, omit “or of an unquoted traded company”;

(ii) in paragraph (a), omit “or (as the case may be) an unquoted traded company”.

(7) In section 226E (payments made without approval: civil consequences)(7)—

(a) in subsection (3), omit “or of an unquoted traded company”;

(b) in subsection (4), omit “or of an unquoted traded company”.

(1)

Subsection (5) was inserted by section 81(4) of the Enterprise and Regulatory Reform Act 2013 (c. 24) and amended by S.I. 2019/970; subsection (6) was inserted by S.I. 2019/970.

(2)

Chapter 4A was inserted by section 80 of the Enterprise and Regulatory Reform Act 2013 and the heading was amended by S.I. 2019/970.

(3)

Section 226A was inserted by section 80 of the Enterprise and Regulatory Reform Act 2013; subsections (1) and (2) were amended, and subsection (10) was inserted, by S.I. 2019/970.

(4)

Section 226B was inserted by section 80 of the Enterprise and Regulatory Reform Act 2013; subsection (1) was amended by S.I. 2019/970.

(5)

Section 226C was inserted by section 80 of the Enterprise and Regulatory Reform Act 2013; subsection (1) was amended by S.I. 2019/970.

(6)

Section 226D was inserted by section 80 of the Enterprise and Regulatory Reform Act 2013 (c. 24); subsections (1), (2), (4) and (6) were amended by S.I. 2019/970.

(7)

Section 226E was inserted by section 80 of the Enterprise and Regulatory Reform Act 2013 (c. 24); subsections (3) and (4) were amended by S.I. 2019/970.