Part 2Directors’ remuneration report and directors’ remuneration policy

Chapter 1Amendments to the Companies Act 2006

Amendments to the Companies Act 2006

3.  The Companies Act 2006 is amended in accordance with regulations 4 to 11.

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”.

Chapter 6 of Part 15

5.—(1) In the heading to Chapter 6 of Part 15 (quoted companies and traded companies: directors’ remuneration report)(8), omit “and traded companies”.

(2) In section 420 (duty to prepare directors’ remuneration report), in subsection (1)(9) omit “, or of a traded company (as defined by section 360C) that is not a quoted company,”.

Chapter 7 of Part 15

6.—(1) In section 426A (supplementary material)(10), in subsection (2)(e), omit “or of a traded company (as defined by section 360C) that is not a quoted company”.

(2) In the italic heading before section 430(11), omit “and traded companies”.

(3) In section 430 (quoted companies and traded companies: annual accounts and reports to be made available on website)(12)—

(a)in the heading, omit “and traded companies”;

(b)in subsection (1)—

(i)omit “or unquoted traded company”;

(ii)in paragraph (b), omit “subject to subsection (4ZA),”;

(c)in subsection (2A)—

(i)omit “or unquoted traded company”;

(ii)omit “or amended as mentioned in section 226B(1)(b) or section 226C(1)(b),”;

(iii)omit “or amended” (the second time it appears);

(d)in subsection (2B), omit “or of an unquoted traded company”;

(e)omit subsection (2C);

(f)in subsection (3), for “(2C)” substitute “(2B)”;

(g)in subsection (4)(b), omit “subject to subsection (4ZA),”;

(h)omit subsection (4ZA);

(i)in subsection (4A)—

(i)at the end of paragraph (a) insert “and”;

(ii)omit sub-paragraph (c) and the “and” before it;

(j)in subsection (5), omit “(4ZA) or”;

(k)omit subsection (8).

(4) In section 431 (right of member or debenture holder to copies of accounts and reports: unquoted companies), in subsection (1)(13)—

(a)after paragraph (b), insert “and”;

(b)omit paragraph (ba) and the “and” after it;

(c)in paragraph (c), omit “and on the directors’ remuneration report”.

(5) In section 433 (name of signatory to be stated in published copies of accounts and reports)(14)—

(a)in subsection (2), omit “that is not a traded company”;

(b)in subsection (3), omit “or of a traded company (as defined by section 360C) that is not a quoted company”.

Chapter 9 of Part 15

7.—(1) In the heading to Chapter 9 of Part 15 (quoted companies and traded companies: members’ approval of directors’ remuneration report)(15), omit “and traded companies”.

(2) In section 439 (quoted companies and traded companies: members’ approval of directors’ remuneration report)(16)—

(a)in the heading, omit “and traded companies”;

(b)in subsection (1), for “company to which this section applies” substitute “quoted company”;

(c)omit subsection (1A).

(3) In section 439A (quoted companies and traded companies: members’ approval of directors’ remuneration policy)(17)—

(a)in the heading, omit “and traded companies”;

(b)in subsection (1)—

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

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

(c)in subsections (2), (2A) and (3), omit “or unquoted traded company”;

(d)in subsection (8), omit paragraph (c).

(4) In section 440 (quoted companies and traded companies: offences in connection with procedure for approval)(18), in the heading omit “and traded companies”.

Chapter 10 of Part 15

8.  In section 446 (filing obligations of unquoted companies)(19)—

(a)in subsection (1)—

(i)after paragraph (b), insert “and”;

(ii)omit paragraph (ba) and the “and” after it;

(b)in subsections (2) and (3), omit “, any directors’ remuneration report”.

Chapter 12 of Part 15

9.  In section 471 (meaning of “annual accounts” and related expressions)(20), in subsection (2), omit paragraph (ab).

Part 16

10.—(1) In section 497 (auditor’s report on auditable part of directors’ remuneration report)(21)—

(a)in subsection (1), omit “or unquoted traded company”;

(b)omit subsection (3).

(2) In section 498 (duties of auditor)(22)—

(a)in subsections (1)(c) and (2)(c), omit “or unquoted traded company”;

(b)omit subsection (7).

Schedule 8

11.  In Schedule 8 (index of defined expressions)(23), omit the entry for “unquoted traded company (in Chapter 4A of Part 10)”.