[F144.—(1) In this Schedule—U.K.
“amount”, in relation to a gain made on the exercise of a share option, means the difference between—
the market price of the shares on the day on which the option was exercised; and
the price actually paid for the shares;
“company contributions”, in relation to a pension scheme and a person, means any payments (including insurance premiums) made, or treated as made, to the scheme in respect of the person by anyone other than the person;
“emoluments” of a person—
include salary, fees and bonuses, sums paid by way of expenses allowance (so far as they are chargeable to United Kingdom income tax or would be if the person were an individual or would be if the person were resident in the United Kingdom for tax purposes), but
do not include any of the following, namely—
the value of any share options granted to him or the amount of any gains made on the exercise of any such options;
any company contributions paid, or treated as paid, in respect of him under any pension scheme or any benefits to which he is entitled under any such scheme; or
any money or other assets paid to or received or receivable by him under any scheme;
“pension scheme” means a retirement benefits scheme within the meaning given by section 150(1) of the Finance Act 2004 which is—
one in which the company participates or
one to which the company paid a contribution during the financial year;
“performance measure” is the measure by which performance is to be assessed, but does not include any condition relating to service:
“performance target” is the specific level of performance to be attained in respect of that performance measure;
“qualifying services”, in relation to any person, means his services as a director of the company, and his services at any time while he is a director of the company—
as a director of an undertaking that is a subsidiary undertaking of the company at that time;
as a director of any other undertaking of which he is a director by virtue of the company’s nomination (direct or indirect); or
otherwise in connection with the management of the affairs of the company or any such subsidiary undertaking or any such other undertaking;
“remuneration committee” means a committee of directors of the company having responsibility for considering matters related to the remuneration of directors;
“retirement benefits” means relevant benefits within the meaning given by section 393B of the Income Tax (Earnings and Pensions) Act 2003 read as if subsection (2) were omitted;
“scheme” (other than a pension scheme) means any agreement or arrangement under which money or other assets may become receivable by a person and which includes one or more qualifying conditions with respect to service or performance that cannot be fulfilled within a single financial year, and for this purpose the following must be disregarded, namely—
any payment the amount of which falls to be determined by reference to service or performance within a single financial year;
compensation in respect of loss of office, payments for breach of contract and other termination payments; and
retirement benefits;
“scheme interest” means an interest under a scheme;
“shares” means shares (whether allotted or not) in the company, or any undertaking which is a group undertaking in relation to the company, and includes a share warrant as defined by section 779(1) of the 2006 Act;
“share option” means a right to acquire shares;
[F2“UK employee” means a person employed under a contract of service by the company, other than a person employed to work wholly or mainly outside the United Kingdom;]
F3...
“value” in relation to shares received or receivable on any day by a person who is or has been a director of a company, means the market price of the shares on that day.
(2) In this Schedule “compensation in respect of loss of office” includes compensation received or receivable by a person for—
(a)loss of office as director of the company, or
(b)loss, while director of the company or on or in connection with his ceasing to be a director of it, of—
(i)any other office in connection with the management of the company’ affairs; or
(ii)any office as director or otherwise in connection with the management of the affairs of any undertaking that, immediately before the loss, is a subsidiary undertaking of the company or an undertaking of which he is a director by virtue of the company’s nomination (direct or indirect);
(c)compensation in consideration for, or in connection with, a person’s retirement from office; and
(d)where such a retirement is occasioned by a breach of the person’s contract with the company or with an undertaking that, immediately before the breach, is a subsidiary undertaking of the company or an undertaking of which he is a director by virtue of the company’s nomination (direct or indirect)—
(i)payments made by way of damages for the breach; or
(ii)payments made by way of settlement or compromise of any claim in respect of the breach.
(3) References in this Schedule to compensation include benefits otherwise than in cash; and in relation to such compensation references in this Schedule to its amounts are to the estimated money value of the benefit.
(4) References in this Schedule to a person being “connected” with a director, and to a director “controlling” a body corporate, are to be construed in accordance with sections 252 to 255 of the 2006 Act.]
Textual Amendments
F1Sch. 8 substituted (1.10.2013) by The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (S.I. 2013/1981), regs. 1, 3, Sch. (with reg. 4)
F2Words in Sch. 8 para. 44(1) inserted (with application in accordance with reg. 1(4) of the amending S.I.) by The Companies (Miscellaneous Reporting) Regulations 2018 (S.I. 2018/860), regs. 1(1), 19
F3Words in Sch. 8 para. 44(1) omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 12(3)(m)