HL Deb 13 November 1989 vol 512 cc1134-5

366 Insert the following new Schedule —

'MATTERS To BE INCLUDED IN DIRECTORS' REPORT

1. Schedule 7 to the Companies Act 1985 (matters to be included in directors' report) is amended as follows.

Subsidiary undertakings.

2.—(1) In paragraph 1(1) (significant changes in fixed assets) for "subsidiaries" substitute "subsidiary undertakings".

(2) In paragraph 6 (general information), for "subsidiaries" in each place where it occurs (three times) subsitute "subsidiary undertakings".

Directors' interests

3. For paragraph 2 (directors' interests) substitute — 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 —

  1. (a) "the register" means the register of directors' interests kept by the company under section 325; and
  2. (b) references to a body corporate being in the same group as the company are to its being a subsidary or holding company, or another subsidiary of a holding company, of the company.
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 —

  1. (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 becomes one) interested in shares in or debentures of the company or any other body corporate in the same group, and
  2. (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.

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.".'.

367 Schedule 185, line 35, leave out from beginning to end of line 18 on page 187 and insert —

'Preliminary

Schedule 9 to the Companies Act 1985 is amended in accordance with this Schedule, as follows —

  1. (a) for the heading of the Schedule substitute "SPECIAL PROVISIONS FOR BANKING AND INSURANCE COMPANIES AND GROUPS":
  2. (b) omit the introductory paragraph preceding Part I, together with its heading;
  3. (c) make the present provisions of Parts I to V of the Schedule (as amended by Part I of this Schedule) Part I of the Schedule, and accordingly —
    1. (i) for the descriptive Part heading before paragraph 2 substitute "FORM AND CONTENT OF ACCOUNTS", and
    2. (ii) omit the Part headings before paragraphs 19, 27, 31 and 32;
  4. (d) the provisions of Parts II, III and IV of this Schedule have effect as Parts II, III and IV of Schedule 9 to the Companies Act 1985.

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