§
202 After Clause 45, insert the following new clause:
Particulars required to be included in accounts by s. (Substantial contracts, etc., with directors and others to be disclosed in accounts).
§
.—(1) The particulars of a transaction, arrangement or agreement which are required by section (Substantial contracts, etc., with directors and others to be disclosed in accounts) to be included in the annual accounts prepared by a company are particulars of the principal terms of the transaction, arrangement or agreement and (without prejudice to the generality of the foregoing provision)—
- (a) a statement of the fact either that the transactions, arrangement or agreement was made or subsisted, as the case may be, during the financial year in respect of which those accounts are made up;
- (b) the name of the person for whom it was made, and, where that person is or was connected with a director of the company or of its holding company, the name of that director;
- (c) in any case where subsection (1)(c) or (2)(c) of section (Substantial contracts, etc. with directors and others to be etc., in accounts) applies, the name of the director with the material interest and the nature of that interest;
- (d) in the case of a loan or an agreement for a loan or an arrangement within section (Prohibition of loans, etc., to directors and connected persons) (3) or (4) above relating to a loan—
- (i) the amount of the liability of the person to whom the loan was or was agreed to be made, in respect of principal and interest, at the beginning and at the end of that period;
- (ii) the maximum amount of that liability during that period;
- (iii) the amount of any interest which, having fallen due, has not been paid; and
- (iv) the amount of any provision (within the meaning of Schedule 8 to the 1948 Act) made in respect of any failure or anticipated failure by the borrower to repay the whole or part of the loan or to pay the whole or part of any interest thereon;
- (e) in the case of a guarantee or security or an arrangement within section (Prohibition of loans, etc., to directors and connected persons) (3) above relating to a guarantee or security—
- (i) the amount for which the company (or its subsidiary) was liable under the guarantee or in respect of the security both at the beginning and at the end of the financial year in question;
- (ii) the maximum amount for which the company (or its subsidiary) may become so liable; and
- (iii) any amount paid and any liability incurred by the company (or its subsidiary) for the purpose of fulfilling the guarantee or discharging the security (including any loss incurred by reason of the enforcement of the guarantee or security); and
- (f) in the case of any other transaction, arrangement or agreement, the value of the transaction or arrangement, or, as the case may be, the value of the transaction or arrangement to which the agreement relates."
§
203 After Clause 45, insert the following new clause:
Particulars of amounts outstanding to be included in accounts.
§ .—(1) This section applies in relation to the following classes of transactions, arrangements and agreements— 1074
- (a) loans, guarantees and securities relating to loans, arrangements of a kind described in subsection (3) or (4) of section (Prohibition of loans, etc., to directors and connected persons) relating to loans and agreements to enter into any of the foregoing transactions and arrangements;
- (b) quasi-loans, guarantees and securities relating to quasi-loans, arrangements of a kind described in the said subsection (3) or (4) relating to quasi-loans and agreements to enter into any of the foregoing transactions and agreements;
- (c) credit transactions, guarantees and securities relating to credit transactions, arrangements of a kind described in the said subsection (3) or (4) relating to credit transactions and agreements to enter into any of the foregoing transactions and arrangements.
§ (2) The group accounts of a holding company and the accounts of any other company prepared in accordance with the requirements of section I of the 1976 Act in respect of a financial year (the relevant period") ending on or after the appointed day, shall contain a statement in relation to transactions, arrangements and agreements made by the company and, in the case of a holding company, by a subsidiary of the company for persons who at any time during the relevant period were officers of the company (but not directors) of the aggregate amounts outstanding at the end of the relevant period under transactions, arrangements and agreements within paragraphs (a), (b) and (c) respectively of subsection (1) above, and the numbers of officers for whom the transactions, arrangements and agreements falling within each of those paragraphs were made.
§ (3) Subsection (2) above shall not apply in relation to any transaction, arrangement or agreement made by a recognised bank for any of its officers or for any of the officers of its holding company.
§ (4) The group accounts of a company which is, or is the holding company of, a recognised bank, and the accounts of any other company which is a recognised bank, prepared in accordance with the requirements of section 1 of the 1976 Act in respect of a financial year (the "relevant period") ending on or after the appointed day, shall contain a statement in relation to transactions, arrangements and agreements made by the company preparing the accounts, if it is a recognised hank, and (in the case of a holding company) by any of its subsidiaries which is a recognised bank, for persons who at any time during the relevant period were directors of the company or were connected with a director of the company, of the aggregate 1075 amounts outstanding at the end of the relevant period under transactions, arrangements and agreements within paragraphs (a), (b) and (c) respectively of subsection (1) above, and the numbers of persons for whom the transactions, arrangements and agreements falling within each of those paragraphs were made.
§ (5) For the purpose of the application of subsection (4) above in relation to loans and quasi-loans made by a company to persons connected with a person who at any time is a director of the company or of its holding company, a company which a person does not control is not connected with him.
§ (6) Where by virtue of section 150(2) of the 1948 Act a company does not produce group accounts in relation to any financial year, subsections (2) and (4) above shall have effect in relation to the company and that financial year as if the word "group" were omitted.
§ (7) Subsections (2) and (4) above do not apply in relation to a transaction, arrangement or agreement which was made before the appointed day and which does not subsist on or after that day.
§ (8) For the purposes of this section, "amount outstanding" means the amount of the outstanding liabilities of the person for whom the transaction, arrangement or agreement in question was made, or, in the case of a guarantee or security, the amount guaranteed or secured."
§ 7.36 p.m.
§ Lord LYELLMy Lords, I beg to move that this House doth agree with the Commons in Amendments Nos. 202 and 203.
Moved, That this House doth agree with the Commons in the said amendments. —(Lord Lyell.)
§ On Question, Motion agreed to.