The Companies (Northern Ireland) Order 1986 (revoked)

CHAPTER IIIF13N.I.NOTES TO THE ACCOUNTS

PreliminaryF13N.I.

54.—(1) Any information required in the case of any company by the following provisions of this Part shall (if not given in the company's accounts) be given by way of a note to those accounts.

(2) Subject to sub-paragraph (3), in respect of every item stated in a note to the accounts—

(a)the corresponding amount for the financial year immediately preceding that to which the accounts relate shall also be stated, and

(b)where the corresponding amount is not comparable, that amount shall be adjusted and particulars of the adjustment and the reasons for it shall be given.

(3) Sub-paragraph (2) does not apply to—

(a)paragraphs 62 and 66 of this Part (assets and reserves and provisions),

(b)paragraph 13 of Schedule 4A (details of accounting treatment of acquisitions),

(c)paragraphs 2, 8(3), 16, 21(1)(d), 22(4) and (5), 24(3) and (4) and 27(3) and (4) of Schedule 5 (shareholdings in other undertakings), and

(d)Parts II and III of Schedule 6 (loans and other dealings in favour of directors and others).

GeneralF13N.I.

Disclosure of accounting policiesN.I.

55.  The accounting policies adopted by the company in determining the amounts to be included in respect of items shown in the balance sheet and in determining the profit or loss of the company shall be stated (including such accounting policies with respect to the depreciation and diminution in value of assets).

56.  It shall be stated whether the accounts have been prepared in accordance with applicable accounting standards and particulars of any material departure from those standards and the reasons for it shall be given.

Sums denominated in foreign currenciesN.I.

57.  Where any sums originally denominated in foreign currencies have been brought into account under any items shown in the balance sheet or profit and loss account format, the basis on which those sums have been translated into sterling (or the currency in which the accounts are drawn up) shall be stated.

Reserves and dividendsF13N.I.

57A.  There must be stated—

(a)any amount set aside or proposed to be set aside to, or withdrawn or proposed to be withdrawn from, reserves,

(b)the aggregate amount of dividends paid in the financial year (other than those for which a liability existed at the immediately preceding balance sheet date),

(c)the aggregate amount of dividends that the company is liable to pay at the balance sheet date, and

(d)the aggregate amount of dividends that are proposed before the date of approval of the accounts, and not otherwise disclosed under sub‐paragraph (b) or (c).

Information supplementing the balance sheetF13N.I.

Share capital and debenturesN.I.

58.—(1) The following information shall be given with respect to the company's share capital—

(a)the authorised share capital; and

(b)where shares of more than one class have been allotted, the number and aggregate nominal value of shares of each class allotted.

2. In the case of any part of the allotted share capital that consists of redeemable shares, the following information shall be given—

(a)the earliest and latest dates on which the company has power to redeem those shares;

(b)whether those shares must be redeemed in any event or are liable to be redeemed at the option of the company or of the shareholder; and

(c)whether any (and, if so, what) premium is payable on redemption.

59.  If the company has allotted any shares during the financial year, the following information shall be given—

(b)the classes of shares allotted; and

(c)as respects each class of shares, the number allotted, their aggregate nominal value and the consideration received by the company for the allotment.

60.—(1) With respect to any contingent right to the allotment of shares in the company the following particulars shall be given—

(a)the number, description and amount of the shares in relation to which the right is exercisable;

(b)the period during which it is exercisable; and

(c)the price to be paid for the shares allotted.

(2) In sub-paragraph (1) “contingent right to the allotment of shares” means any option to subscribe for shares and any other right to require the allotment of shares to any person whether arising on the conversion into shares of securities of any other description or otherwise.

61.—(1) If the company has issued any debentures during the financial year to which the accounts relate, the following information shall be given—

(b)the classes of debentures issued; and

(c)as respects each class of debentures, the amount issued and the consideration received by the company for the issue.

(3) where any of the company's debentures are held by a nominee of or trustee for the company, the nominal amount of the debentures and the amount at which they are stated in the accounting records kept by the company in accordance with Article 229 shall be stated.

AssetsN.I.

62.—(1) In respect of any assets of the company included in Assets items B (intangible assets), C.I (land and buildings) and C.II (investments in group undertakings and participating interests) in the company's balance sheet the following information shall be given by reference to each such item—

(a)the appropriate amounts in respect of those assets included in the item as at the date of the beginning of the financial year and as at the balance sheet date respectively;

(b)the effect on any amount included in Assets item B in respect of those assets of—

(i)any determination during that year of the value to be ascribed to any of those assets in accordance with paragraph 23;

(ii)acquisitions during that year of any assets;

(iii)disposals during that year of any assets; and

(iv)any transfers of assets of the company to and from the item during that year.

(2) The reference in sub-paragraph (1)(a) to the appropriate amounts in respect of any assets (included in an assets item) as at any date there mentioned is a reference to amounts representing the aggregate amounts determined, as at that date, in respect of assets falling to be included under the item on either of the following bases, that is to say—

(a)on the basis of cost (determined in accordance with paragraphs 39 and 40); or

(b)on any basis permitted by paragraph 22 or 23,

(leaving out of account in either case any provisions for depreciation or diminution in value).

(3) In addition, in respect of any assets of the company included in any assets item in the company's balance sheet, there shall be stated (by reference to each such item)—

(a)the cumulative amount of provisions for depreciation or diminution in value of those assets included under the item as at each date mentioned in sub-paragraph (1)(a);

(b)the amount of any such provisions made in respect of the financial year;

(c)the amount of any adjustments made in respect of any such provisions during that year in consequence of the disposal of any of those assets; and

(d)the amount of any other adjustments made in respect of any such provisions during that year.

63.  Where any assets of the company (other than listed investments) are included under any item shown in the company's balance sheet at an amount determined on any basis mentioned in paragraph 22 or 23, the following information shall be given—

(a)the years (so far as they are known to the directors) in which the assets were severally valued and the several values; and

(b)in the case of assets that have been valued during the financial year, the names of the persons who valued them or particulars of their qualifications for doing so and (whichever is stated) the bases of valuation used by them.

64.  In relation to any amount which is included under Assets item C.I (land and buildings) there shall be stated—

(a)how much of that amount is ascribable to land of freehold tenure and how much to land of leasehold tenure; and

(b)how much of the amount ascribable to land of leasehold tenure is ascribable to land held on long lease and how much to land held on short lease.

InvestmentsN.I.

65.  In respect of the amount of each item which is shown in the company's balance sheet under Assets item C (investments) there shall be stated—

(a)how much of that amount is ascribable to listed investments;F1. . .

Information about fair value of assets and liabilitiesN.I.

65A.—(1) This paragraph applies where financial instruments have been valued in accordance with paragraph 29A or 29C.

(2) The items affected and the basis of valuation adopted in determining the amounts of the financial instruments must be disclosed.

(3) The purchase price of the financial instruments must be disclosed.

(4) There must be stated—

(a)where the fair value of the instruments has been determined in accordance with paragraph 29B(4), the significant assumptions underlying the valuation models and techniques used,

(b)for each category of financial instrument, the fair value of the instruments in that category and the changes in value—

(i)included in the profit and loss account, or

(ii)credited to or (as the case may be) debited from the fair value reserve,

in respect of those instruments, and

(c)for each class of derivatives, the extent and nature of the instruments, including significant terms and conditions that may affect the amount, timing and certainty of future cash flows.

(5) Where any amount is transferred to or from the fair value reserve during the financial year, there must be stated in tabular form—

(a)the amount of the reserve as at the date of the beginning of the financial year and as at the balance sheet date respectively;

(b)the amount transferred to or from the reserve during that year; and

(c)the source and application respectively of the amounts so transferred.

65B.  Where the company has derivatives that it has not included at fair value, there must be stated for each class of such derivatives—

(a)the fair value of the derivatives in that class, if such a value can be determined in accordance with paragraph 29B, and

(b)the extent and nature of the derivatives.

65C.—(1) Sub-paragraph (2) applies if—

(a)the company has financial fixed assets that could be included at fair value by virtue of paragraph 29A,

(b)the amount at which those assets are included under any item in the company's accounts is in excess of their fair value, and

(c)the company has not made provision for diminution in value of those assets in accordance with paragraph 33(2).

(2) There must be stated—

(a)the amount at which either the individual assets or appropriate groupings of those individual assets are included in the company's accounts,

(b)the fair value of those assets or groupings, and

(c)the reasons for not making a provision for diminution in value of those assets, including the nature of the evidence that provides the basis for the belief that the amount at which they are stated in the accounts will be recovered.

Information where investment property and living animals and plants included at fair valueN.I.

65D.—(1) This paragraph applies where the amounts to be included in a company's accounts in respect of investment property or living animals and plants have been determined in accordance with paragraph 29D.

(2) The balance sheet items affected and the basis of valuation adopted in determining the amounts of the assets in question in the case of each such item must be disclosed in a note to the accounts.

(3) In the case of investment property, for each balance sheet item affected there must be shown, either separately in the balance sheet or in a note to the accounts—

(a)the comparable amounts determined according to the historical cost accounting rules; or

(b)the differences between those amounts and the corresponding amounts actually shown in the balance sheet in respect of that item.

(4) In sub‐paragraph (3), references in relation to any item to the comparable amounts determined in accordance with that sub‐paragraph are references to—

(a)the aggregate amount which would be required to be shown in respect of that item if the amounts to be included in respect of all the assets covered by that item were determined according to the historical cost accounting rules; and

(b)the aggregate amount of the cumulative provisions or depreciation or diminution in value which would be permitted or required in determining those amounts according to those rules.

Reserves and provisionsN.I.

66.—(1) Where any amount is transferred—

(a)to or from any reserves;

(b)to any[F2 provisions for other risks]; or

(c)from any[F2 provisions for other risks] otherwise than for the purpose for which the provision was established;

and the reserves or provisions are or would but for paragraph 2(3) be shown as separate items in the company's balance sheet, the information mentioned in the following sub-paragraph shall be given in respect of the aggregate of reserves or provisions included in the same item.

(2) That information is—

(a)the amount of the reserves or provisions as at the date of the beginning of the financial year and as at the balance sheet date respectively;

(b)any amounts transferred to or from the reserves or provisions during that year; and

(c)the source and application respectively of any amounts so transferred.

(3) Particulars shall be given of each provision included in Liabilities item E.3 (other provisions) in the company's balance sheet in any case where the amount of that provision is material.

Provision for taxationN.I.

67.  The amount of any provision for deferred taxation shall be stated separately from the amount of any provision for other taxation.

Details of indebtednessN.I.

68.—[F3(1) In respect of each item shown under “creditors” in the company's balance sheet there shall be stated the aggregate of the following amounts, that is to say—

(a)the amount of any debts included under that item which are payable or repayable otherwise than by instalments and fall due for payment or repayment after the end of the period of five years beginning with the day next following the end of the financial year; and

[F4(b)in the case of any debts so included which are payable or repayable by instalments, the amount of any instalments which fall due for payment after the end of that period.]]

(2) Subject to sub-paragraph (3), in relation to each debt falling to be taken into account under sub-paragraph (1), the terms of payment or repayment and the rate of any interest payable on the debt shall be stated.

(3) If the number of debts is such that, in the opinion of the directors, compliance with sub-paragraph (2) would result in a statement of excessive length, it shall be sufficient to give a general indication of the terms of payment or repayment and the rates of any interest payable on the debts.

(4) In respect of each item shown under “creditors” in the company's balance sheet there shall be stated—

(a)the aggregate amount of any debts included under that item in respect of which any security has been given by the company; and

(b)an indication of the nature of the securities so given.

(5) References in this paragraph to an item shown under “creditors” in the company's balance sheet include references, where amounts falling due to creditors within one year and after more than one year are distinguished in the balance sheet—

(a)in a case within sub-paragraph (1), to an item shown under the latter of those categories; and

(b)in a case within sub-paragraph (4), to an item shown under either of those categories;

and references to items shown under “creditors” include references to items which would but for paragraph 2(3)(b) be shown under that heading.

69.  If any fixed cumulative dividends on the company's shares are in arrears, there shall be stated—

(a)the amount of the arrears; and

(b)the period for which the dividends or, if there is more than one class, each class of them are in arrears.

Guarantees and other financial commitmentsN.I.

70.—(1) Particulars shall be given of any charge on the assets of the company to secure the liabilities of any other person, including, where practicable, the amount secured.

(2) The following information shall be given with respect to any other contingent liability not provided for (other than a contingent liability arising out of an insurance contract)—

(a)the amount or estimated amount of that liability;

(b)its legal nature;

(c)whether any valuable security has been provided by the company in connection with that liability and if so, what.

(3) There shall be stated, where practicable—

(a)the aggregate amount or estimated amount of contracts for capital expenditure, so far as not provided for;F5. . .

(4) Particulars shall be given of—

(a)any pension commitments included under any provision shown in the company's balance sheet; and

(b)any such commitments for which no provision has been made;

and where any such commitment relates wholly or partly to pensions payable to past directors of the company separate particulars shal be given of that commitment so far as it relates to such pensions.

(5) Particulars shall also be given of any other financial commitments, other than commitments arising out of insurance contracts, which—

(a)have not been provided for; and

(b)are relevant to assessing the company's state of affairs.

(6) Commitments within any of the preceding sub-paragraphs undertaken on behalf of or for the benefit of—

(a)any parent undertaking or fellow subsidiary undertaking, or

(b)any subsidiary undertaking of the company,

shall be stated separately from the other commitments within that sub-paragraph, and commitments within paragraph (a) shall also be stated separately from those within paragraph (b).

Para. 71 rep. by SR 1997/314

Miscellaneous mattersN.I.

72.—(1) Particulars shall be given of any case where the cost of any asset is for the first time determined under paragraph 41.

(2) Where any outstanding loans made under the authority of Article 163(4)(b), (bb) or (c) or Article 165 (various cases of financial assistance by a company for purchase of its own shares) are included under any item shown in the company's balance sheet, the aggregate amount of those loans shall be disclosed for each item in question.

Information supplementing the profit and loss accountF13N.I.

Separate statement of certain items of income and expenditureN.I.

73.—(1) Subject to the following provisions of this paragraph, each of the amounts mentioned below shall be stated.

(2) The amount of the interest on or any similar charges in respect of—

(a)bank loans and overdrafts,F6. . . ; and

(b)loans of any other kind made to the company.

This sub-paragraph does not apply to interest or charges on loans to the company from group undertakings, but, with that exception, it applies to interest or charges on all loans, whether made on the security of debentures or not.

Particulars of taxN.I.

(2) Particulars shall be given of any special circumstances which affect liability in respect of taxation of profits, income or capital gains for the financial year or liability in respect of taxation of profits, income or capital gains for succeeding financial years.

(3) The following amounts shall be stated—

(a)the amount of the charge for United Kingdom corporation tax;

(b)if that amount would have been greater but for relief from double taxation, the amount which it would have been but for such relief;

(c)the amount of the charge for United Kingdom income tax; and

(d)the amount of the charge for taxation imposed outside the United Kingdom of profits, income and (so far as charged to revenue) capital gains.

Those amounts shall be stated separately in respect of each of the amounts which is shown under the following items in the profit and loss account, that is to say item III.9 (tax on profit or loss on ordinary activities) and item III.14 (tax on extraordinary profit or loss).

Particulars of businessN.I.

75.—(1) As regards general business a company shall disclose—

(a)gross premiums written,

(b)gross premiums earned,

(c)gross claims incurred,

(d)gross operating expenses, and

(e)the reinsurance balance.

(2) The amounts required to be disclosed by sub-paragraph (1) shall be broken down between direct insurance and reinsurance acceptances, if reinsurance acceptances amount to 10 per cent. or more of gross premiums written.

(3) Subject to sub-paragraph (4), the amounts required to be disclosed by sub-paragraphs (1) and (2) with respect to direct insurance shall be further broken down into the following groups of classes—

(a)accident and health.

(b)motor (third party liability),

(c)motor (other classes),

(d)marine, aviation and transport,

(e)fire and other damage to property,

(f)third-party liability,

(g)credit and suretyship,

(h)legal expenses,

(i)assistance, and

(j)miscellaneous,

where the amount of the gross premiums written in direct insurance for each such group exceeds 10 million ECUs.

(4) The company shall in any event disclose the amounts relating to the three largest groups of classes in its business.

76.—(1) As regards long term business, the company shall disclose—

(a)gross premiums written, and

(b)the reinsurance balance.

(2) Subject to sub-paragraph (3) below—

(a)gross premiums written shall be broken down between those written by way of direct insurance and those written by way of reinsurance; and

(b)gross premiums written by way of direct insurance shall be broken down—

(i)between individual premiums and premiums under group contracts;

(ii)between periodic premiums and single premiums; and

(iii)between premiums from non-participating contracts, premiums from participating contracts and premiums from contract where the investment risk is borne by policy holders.

(3) Disclosure of any amount referred to in sub-paragraph (2)(a) or (2)(b)(i), (ii) or (iii) shall not be required if it does not exceed 10 per cent of the gross premiums written or (as the case may be) of the gross premiums written by way of direct insurance.

77.—(1) Subject to sub-paragraph (2) there shall be disclosed as regards both general and long term business the total gross direct insurance premiums resulting from contracts concluded by the company—

(a)in the member State of its head office,

(b)in the other member States, and

(c)in other countries.

(2) Disclosure of any amount referred to in sub-paragraph (1) shall not be required if it does not exceed 5 per cent of total gross premiums.

CommissionsN.I.

78.  There shall be disclosed the total amount of commissions for direct insurance business accounted for in the financial year, including acquisition, renewal, collection and portfolio management commissions.

Para. 79 rep. by SR 2004/496

Miscellaneous mattersN.I.

80.—(1) Where any amount relating to any preceding financial year is included in any item in the profit and loss account, the effect shall be stated.

(2) Particulars shall be given of any extraordinary income or charges arising in the financial year.

(3) The effect shall be stated of any transactions that are exceptional by virtue of size or incidence though they fall within the ordinary activities of the company.

CHAPTER IV F13N.I.INTERPRETATION OF PART I

GeneralN.I.

81.—(1) The following definitions apply for the purposes of this Part and its Interpretation—

• Definition rep. by SI 2001/3649

• “fungible assets” means assets of any description which are substantially indistinguishable one from another;

• [F7“general business” means business which consists of effecting or carrying out contracts of general insurance;]

• [F8“investment property” means land held to earn rent or for capital appreciation;]

• “lease” includes an agreement for a lease;

• “listed investment” means an investment listed on a recognised stock exchange, or on any stock exchange of repute outside Northern Ireland and the expression “unlisted investment” shall be construed accordingly;

• “long lease” means a lease in the case of which the portion of the term for which it was granted remaining unexpired at the end of the financial year is not less than 50 years;

• [F7“long term business” means business which consists of effecting or carrying out contracts of long term insurance;]

• “long term fund” means the fund or funds maintained by a company in respect of its long-term business[F7 in accordance with rules made by the Financial Services Authority under Part X of the Financial Services and Markets Act 2000];

• [F7“policy holder” has the meaning given in any relevant order under section 424(2) of the Financial Services and Markets Act 2000;]

• “provision for unexpired risks” means the amount set aside in addition to unearned premiums in respect of risks to be borne by the company after the end of the financial year, in order to provide for all claims and expenses in connection with insurance contracts in force in excess of the related unearned premiums and any premiums receivable on those contracts;

• “short lease” means a lease which is not a long lease.

(2) In this Part of this schedule the “ECU” means the unit of account of that name defined in Council Regulation (EEC) No. 3180/78 as amended.

Financial instrumentsN.I.

81A.  For the purposes of this Part, references to “derivatives” include commodity‐based contracts that give either contracting party the right to settle in cash or some other financial instrument, except when such contracts—

(a)were entered into for the purpose of, and continue to meet, the company's expected purchase, sale or usage requirements,

(b)were designated for such purpose at their inception, and

(c)are expected to be settled by delivery of the commodity.

81B.—(1) The expressions listed in sub‐paragraph (2) have the same meaning in section BA of Chapter II and paragraphs 65A to 65C and 81A as they have in Council Directives 78/660/EEC on the annual accounts of certain types of companies and 91/674/EEC on the annual accounts and consolidated accounts of insurance undertakings, as amended.

(2) Those expressions are “available for sale financial asset”, “business combination”, “commodity‐based contracts”, “derivatives”, “equity instrument”, “exchange difference”, “fair value hedge accounting system”, “financial fixed asset”, “financial instrument”, “foreign entity”, “hedge accounting”, “hedge accounting system”, “hedge items”, “hedging instrument”, “held for trading purposes”, “held to maturity”, “monetary item”, “receivables”, “reliable market” and “trading portfolio”.

LoansN.I.

82.  For the purposes of this Part a loan or advance (including a liability comprising a loan or advance) is treated as falling due for repayment, and an instalment of a loan or advance is treated as falling due for payment, on the earliest date on which the lender could require repayment or (as the case may be) payment, if he exercised all options and rights available to him.

MaterialityN.I.

83.  For the purposes of this Part amounts which in the particular context of any provision of this Part are not material may be disregarded for the purposes of that provision.

ProvisionsN.I.

84.  For the purposes of this Part and its interpretation—

(a)references in the Part to provisions for depreciation or diminution in value of assets are to any amount written off by way of providing for depreciation or diminution in value of assets;

(b)any reference in the profit and loss account format or the notes thereto set out in Section B of this Part to the depreciation of, or amounts written off, assets of any description is to any provision for depreciation or diminution in value of assets of that description; and

(c)references in this Part to[F9 provisions for other risks]F10. . . are to any amount retained as reasonably necessary for the purpose of providing for any liability[F9 the nature of which is clearly defined and] which is either likely to be incurred, or certain to be incurred but uncertain as to amount or as to the date on which it will arise.

Staff costsN.I.

85.  For the purposes of this Part and its interpretation—

(a)“social security costs” means any contributions by the company to any state social security or pension scheme, fund or arrangement;

[F11(b)“pension costs” includes any costs incurred by the company in respect of any pension scheme established for the purpose of providing pensions for persons currently or formerly employed by the company, any sums set aside for the future payment of pensions directly by the company to current or former employees and any pensions paid directly to such persons without having first been set aside; and]

(c)any amount stated in respect of[F11 the item “social security costs”] or in respect of the item “wages and salaries” in the company's profit and loss account shall be determined by reference to payments made or costs incurred in respect of all persons employed by the company during the financial year who are taken into account in determining the relevant annual number for the purposes of[F12 Article 239A(1)(a)].