SCHEDULES

Article 21

SCHEDULE 1N.I.PARTICULARS OF DIRECTORS, ETC. TO BE CONTAINED IN STATEMENT UNDER AERTICLE 21

DirectorsN.I.

1.  Subject to paragraph 2, the statement under Article 21(2) shall contain the following particulars with respect to each person named as director—

(a)in the case of an individual, his present[F1 name], any former[F1 name], his usual residential address, his nationality, his business occupation (if any), particulars of any other directorships held by him, or which have been held by him[F1 and his date of birth]; and

(b)in the case of a corporation[F1 or Scottish firm], its corporate[F1 or firm] name and registered or principal office, and particulars of any other directorships held by it or which have been held by it.

2.—(1) It is not necessary for the statement to contain particulars of a directorship—

(a)which has not been held by a director at any time during the 5 years preceding the date on which the statement is delivered to the registrar,

(b)which is held by a director in a company which—

(i)is dormant or grouped with the company delivering the statement, and

(ii)if he also held that directorship for any period during those 5 years, was for the whole of that period either dormant or so grouped,

(c)which was held by a director for any period during those 5 years in a company which for the whole of that period was either dormant or grouped with the company delivering the statement.

(2) For these purposes, “company” includes any body corporate incorporated in Northern Ireland; and—

(a)[F2Article 257AA(4)] applies as regards whether and when a company is or has been “dormant”, and

(b)a company is treated as being or having been at any time grouped with another company if at that time it is or was a company of which that other is or was a wholly-owned subsidiary, or if it is or was a wholly-owned subsidiary of the other or of another company of which that other is or was a wholly-owned subsidiary.

SecretariesN.I.

3.—(1) The statement shall contain the following particulars with respect to the person named as secretary or, where there are to be joint secretaries, with respect to each person named as one of them—

(a)in the case of an individual, his present[F3 name] and surname, any former[F3 name] and his usual residential address,

(b)in the case of a body corporate or a Scottish firm, its corporate or firm name and registered or principal office.

(2) However, if all the partners in the firm are joint secretaries, the name and principal office of the firm may be stated instead of the particulars otherwise required by this paragraph.

InterpretationN.I.

4.  In paragraphs 1(a) and 3(1)(a)—

(a)“name” means a person's Christian name (or other forename) and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them; and

(b)the reference to a former name does not include—

(i)in the case of a peer, or an individual normally known by a British title, the name by which he was known previous to the adoption of or succession to the title, or

(ii)in the case of any person, a former name which was changed or disused before he attained the age of 18 years or which has been changed or disused for 20 years or more, or

(iii)in the case of a married woman, the name by which she was known previous to the marriage.

Articles 33, 155, 156, 158

SCHEDULE 2N.I.INTERPRETATION OF REFERNECES TO “BENEFICIAL INTEREST”

[F4PART I]N.I.[F4REFERENCES IN ARTICLES 33, 155, 156 AND 158]

Residual interests under pension and employees' share schemesN.I.

1.—(1) Where shares in a company are held on trust for the purposes of a pension scheme or an employees' share scheme, there is to be disregarded any residual interest which has not vested in possession, being an interest of the company or,[F5 as this paragraph applies for the purposes of Article 33(2)],F6. . . of any subsidiary of the company.

(2) In this paragraph, “a residual interest” means a right of the company or subsidiary in question ( “the residual beneficiary”) to receive any of the trust property in the event of—

(a)all the liabilities arising under the scheme having been satisfied or provided for, or

(b)the residual beneficiary ceasing to participate in the scheme, or

(c)the trust property at any time exceeding what is necessary for satisfying the liabilities arising or expected to arise under the scheme.

(3) In sub-paragraph (2), references to a right include a right dependent on the exercise of a discretion vested by the scheme in the trustee or any other person; and references to liabilities arising under a scheme include liabilities that have resulted or may result from the exercise of any such discretion.

(4) For the purposes of this paragraph, a residual interest vests in possession—

(a)in a case within head (a) of sub-paragraph (2), on the occurrence of the event there mentioned, whether or not the amount of the property receivable pursuant to the right mentioned in that sub-paragraph is then ascertained; and

(b)in a case within head (b) or (c) of that sub-paragraph, when the residual beneficiary becomes entitled to require the trustee to transfer to that beneficiary any of the property receivable pursuant to that right.

2.—(1) This paragraph has effect as regards the operation of ArticlesF7. . . 154, 155, 156 and 158 in cases where a residual interest vests in possession.

(3) Where by virtue of paragraph 1 any shares are exempt from Article 154 or 155 at the time when they are issued or acquired but the residual interest in question vests in possession before they are disposed of or fully paid up, those Articles apply to the shares as if they had been issued or acquired on the date on which that interest vests in possession.

(4) Where by virtue of paragraph 1 any shares are exempt from Articles 156 to 159 at the time when they are acquired but the residual interest in question vests in possession before they are disposed of, those Articles apply to the shares as if they had been acquired on the date on which that interest vests in possession.

(5) Sub-paragraphs (1) to (4) apply irrespective of the date on which the residual interest vests or vested in possession; but where the date on which it vested was before 3rd August 1983 (the date on which the Order of 1983 came into operation), they have effect as if the vesting had occurred on that date.

Employer's charges and other rights of recoveryN.I.

3.—(1) Where shares in a company are held on trust, there are to be disregarded—

(a)if the trust is for the purposes of a pension scheme, any such rights as are mentioned in sub-paragraph (2), and

(b)if the trust is for the purposes of an employees' share scheme, any such rights as are mentioned in sub-paragraph (2)(a),

being rights of the company or,[F8 as this paragraph applies for the puruposes of Article 33(2)]F9. . . of any subsidiary of the company.

(2) The rights referred to in sub-paragraph (1) are—

(a)any charge or lien on, or set-off against any benefit or other right or interest under the scheme for the purpose of enabling the employer or former employer of a member of the scheme to obtain the discharge of a monetary obligation due to him from the member, and

(b)any right to receive from the trustee of the scheme, or as trustee of the scheme to retain, an amount that can be recovered or retained under[F10 section 57 of the Pension Schemes (Northern Ireland) Act 1993 (deduction of contributions equivalent premium from refund of scheme contributions)] or otherwise as reimbursement or partial reimbursement for any[F11 contributions equivalent] premium paid in connection with the scheme under[F10 Chapter III of Part III of that Act].

Trustee's right to expenses, remuneration, indemnity, etc.N.I.

4.—(1) Where a company is a trusteeF12. . . , there are to be disregarded any rights which the company has in its capacity as trustee including, in particular, any right to recover its expenses or be remunerated out of the trust property and any right to be indemnified out of that property for any liability incurred by reason of any act or omission of the company in the performance of its duties as trustee.

(2) [F13As this paragraph applies for the purposes of Article 33(2)],F12. . . , sub-paragraph (1) has effect as if references to a company included any body corporate which is a subsidiary of a company.

[F12(3) As respects Articles 155, 156 and 158, sub-paragraph (1) applies where a company is a personal representative as it applies where a company is a trustee.]

SupplementaryN.I.

5.—(1) This paragraph applies for the interpretation of[F14 this Part of this Schedule].

(2) “Pension scheme” means any scheme for the provision of benefits consisting of or including relevant benefits for or in respect of employees or former employees; and “relevant benefits” means any pension, lump sum, gratuity or other like benefit given or to be given on retirement or on death or in anticipation of retirement or, in connection with past service, after retirement or death.

(3) In sub-paragraph (2) and in paragraph 3(2)(a), “employer” and “employee” are to be read as if a director of a company were employed by it.

PART IIN.I.REFERENCES IN SCHEDULE 5

Residual interests under pension and employees' share schemesN.I.

6.—(1) Where shares in an undertaking are held on trust for the purposes of a pension scheme or an employees' share scheme, there shall be disregarded any residual interest which has not vested in possession, being an interest of the undertaking or any of its subsidiary undertakings.

(2) In this paragraph a “residual interest” means a right of the undertaking in question (the “residual beneficiary”) to receive any of the trust property in the event of—

(a)all the liabilities arising under the scheme having been satisfied or provided for, or

(b)the residual beneficiary ceasing to participate in the scheme, or

(c)the trust property at any time exceeding what is necessary for satisfying the liabilities arising or expected to arise under the scheme.

(3) In sub‐paragraph (2) references to a right include a right dependent on the exercise of a discretion vested by the scheme in the trustee or any other person; and references to liabilities arising under a scheme include liabilities that have resulted or may result from the exercise of any such discretion.

(4) For the purposes of this paragraph a residual interest vests in possession—

(a)in a case within sub‐paragraph (2)(a), on the occurrence of the event there mentioned, whether or not the amount of the property receivable pursuant to the right mentioned in that sub‐paragraph is then ascertained;

(b)in a case within sub‐paragraph (2)(b) or (c), when the residual beneficiary becomes entitled to require the trustee to transfer to that beneficiary any of the property receivable pursuant to that right.

Employer's charges and other rights of recoveryN.I.

7.—(1) Where shares in an undertaking are held on trust, there shall be disregarded—

(a)if the trust is for the purposes of a pension scheme, any such rights as are mentioned in sub‐paragraph (2);

(b)if the trust is for the purposes of an employees' share scheme, any such rights as are mentioned in head (a) of that sub‐paragraph,

being rights of the undertaking or any of its subsidiary undertakings.

(2) The rights referred to are—

(a)any charge or lien on, or set‐off against, any benefit or other right or interest under the scheme for the purpose of enabling the employer or former employer of a member of the scheme to obtain the discharge of a monetary obligation due to him from the member, and

(b)any right to receive from the trustee of the scheme, or as trustee of the scheme to retain, an amount that can be recovered or retained under[F15 section 57 of the Pension Schemes (Northern Ireland) Act 1993 (deduction of contributions equivalent premium from refund of scheme contributions)] or otherwise as reimbursement or partial reimbursement for any[F16 contributions equivalent] premium paid in connection with the scheme under[F15 Chapter III of Part III of that Act].

Trustee's right to expenses, remuneration, indemnity, &c.N.I.

8.  Where an undertaking is a trustee, there shall be disregarded any rights which the undertaking has in its capacity as trustee including, in particular, any right to recover its expenses or be remunerated out of the trust property and any right to be indemnified out of that property for any liability incurred by reason of any act or omission of the undertaking in the performance of its duties as trustee.

SupplementaryN.I.

9.—(1) The following applies for the interpretation of this Part of this Schedule.

(2) “Undertaking”, and “shares” in relation to an undertaking, have the same meaning as in Part VIII of this Order.

(3) This Part of this Schedule applies in relation to debentures as it applies in relation to shares.

(4) “Pension scheme” means any scheme for the provision of benefits consisting of or including relevant benefits for or in respect of employees or former employees; and “relevant benefits” means any pension, lump sum, gratuity or other like benefit given or to be given on retirement or on death or in anticipation of retirement or, in connection with past service, after retirement or death.

(5) In sub‐paragraph (4) and in paragraph 7(2) “employee” and “employer” shall be read as if a director of an undertaking were employed by it.

Article 67, et passium in Part IV

F17SCHEDULE 3N.I.MANDATORY CONTENTS OF PROSPECTUS

PART IN.I.MATTERS TO BE STATED

The company's proprietorship, management and its capital requirementN.I.

1.—(1) The prospectus must state—

(a)the number of founders or management or deferred shares (if any) and the nature and extent of the interest of the holders in the property and profits of the company;

(b)the number of shares (if any) fixed by the company's articles as the qualification of a director, and any provision in its articles as to the remuneration of directors; and

(c)the names, descriptions and addresses of the directors or proposed directors.

(2) As this paragraph applies for the purposes of Article 82(3), sub-paragraph (1)(b) is to be read with the substitution for the reference to the company's articles of a reference to its constitution.

(3) Sub-paragraphs (1)(b) and (1)(c) do not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.

2.  Where shares are offered to the public for subscription, the prospectus must give particulars as to—

(a)the minimum amount which, in the opinion of the directors, must be raised by the issue of those shares in order to provide the sums (or, if any part of them is to be defrayed in any other manner, the balance of the sums) required to be provided in respect of each of the following—

(i)the purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue,

(ii)any preliminary expenses payable by the company, and any commission so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any shares in the company,

(iii)the repayment of any money borrowed by the company in respect of any of the foregoing matters,

(iv)working capital, and

(b)the amounts to be provided in respect of the matters mentioned in sub-paragraph (a) otherwise than out of the proceeds of the issue and the sources of which those amounts are to be provided.

Details relating to the offerN.I.

3.—(1) The prospectus must state—

(a)the time of the opening of the subscription lists; and

(b)the amount payable on application and allotment on each share (including the amount, if any, payable by way of premium).

(2) In the case of a second or subsequent offer of shares, there must also be stated the amount offered for subscription on each previous allotment made within the 2 preceding years, the amount actually allotted and the amount (if any) paid on the shares so allotted, including the amount (if any) paid by way of premium.

4.—(1) There must be stated the number, description and amount of any shares in or debentures of the company for which any person has, or is entitled to be given, an option to subscribe.

(2) The following particulars of the option must be given—

(a)the period during which it is exercisable;

(b)the price to be paid for shares or debentures subscribed for under it;

(c)the consideration (if any) given or to be given for it or the right to it;

(d)the names and addresses of the persons to whom it or the right to it was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures.

(3) References in this paragraph to subscribing for shares or debentures include acquiring them from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale.

5.  The prospectus must state the number and amount of shares and debentures which within the 2 preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash; and—

(a)in the latter case the extent to which they are so paid up; and

(b)in either case the consideration for which those shares or debentures have been issued or are proposed or intended to be issued.

Property acquired or to be acquired by the companyN.I.

6.—(1) For the purposes of paragraphs 7 and 8, “relevant property” is property purchased or acquired by the company, or proposed so to be purchased or acquired,

(a)which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus; or

(b)the purchase or acquisition of which has not been completed at the date of the issue of the prospectus.

(2) But those two paragraphs do not apply to property—

(a)the contract for whose purchase or acquisition was entered into in the ordinary course of the company's business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or

(b)as respects which the amount of the purchase money is not material.

7.  As respects any relevant property, the prospectus must state—

(a)the names and addresses of the vendors;

(b)the amount payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor;

(c)short particulars of any transaction relating to the property completed within the 2 preceding years in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company had any interest direct or indirect.

8.  There must be stated the amount (if any) paid or payable as purchase money in cash, shares or debentures for any relevant property, specifying the amount (if any) payable for goodwill.

9.—(1) This paragraph applies for the interpretation of paragraphs 6, 7 and 8.

(2) Every person is deemed a vendor who has entered into any contract (absolute or conditional) for the sale or purchase, or for any option of purchase, of any property to be acquired by the company, in any case where—

(a)the purchase money is not fully paid at the date of the issue of the prospectus;

(b)the purchase money is to be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus;

(c)the contract depends for its validity or fulfilment on the result of that issue.

(3) Where any property to be acquired by the company is to be taken on lease, paragraphs 6, 7 and 8 apply as if “vendor” included the lessor, “purchase money” included the consideration for the lease, and “sub-purchaser” included a sub-lessee.

(4) For the purposes of paragraph 7, where the vendors or any of them are a firm, the members of the firm are not to be treated as separate vendors.

Commissions, preliminary expenses, etc.N.I.

10.—(1) The prospectus must state—

(a)the amount (if any) paid within the 2 preceding years, or payable, as commission (but not including commission to sub-underwriters) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in or debentures of the company, or the rate of any such commission;

(b)the amount or estimated amount of any preliminary expenses and the persons by whom any of those expenses have been paid or are payable, and the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses have been paid or are payable;

(c)any amount or benefit paid or given within the 2 preceding years or intended to be paid or given to any promoter, and the consideration for the payment or the giving of the benefit.

(2) Sub-paragraph (1)(b), so far as it relates to preliminary expenses, does not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.

ContractsN.I.

11.—(1) The prospectus must give the dates of, parties to and general nature of every material contract.

(2) This does not apply to a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company, or a contract entered into more than 2 years before the date of issue of the prospectus.

AuditorsN.I.

12.  The prospectus must state the names and addresses of the company's auditors (if any).

Interests of directorsN.I.

13.—(1) The prospectus must give full particulars of—

(a)the nature and extent of the interest (if any) of every director in the promotion of, or in the property proposed to be acquired by, the company; or

(b)where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm.

(2) With the particulars under sub-paragraph (1)(b) must be provided a statement of all sums paid or agreed to be paid to the director or the firm in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or the firm in connection with the promotion or formation of the company.

(3) This paragraph does not apply in the case of a prospectus issued more than 2 years after the date at which the company is entitled to commence business.

Other mattersN.I.

14.  If the prospectus invites the public to subscribe for shares in the company and the company's share capital is divided into different classes of shares, the prospectus must state the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively.

15.  In the case of a company which has been carrying on business, or of a business which has been carried on for less than 3 years, the prospectus must state the length of time during which the business of the company (or the business to be acquired, as the case may be) has been carried on.

PART IIN.I.AUDITORS' AND ACCOUNTANTS' REPORTS TO BE SET OUT IN PROSPECTUS

Auditors' reportN.I.

16.—(1) The prospectus shall set out a report by the company's auditors with respect to—

(a)profits and losses and assets and liabilities, in accordance with sub-paragraphs (2) and (3), as the case requires, and

(b)the rates of the dividends (if any) paid by the company in respect of each class of shares in respect of each of the 5 financial years immediately preceding the issue of the prospectus, giving particulars of each such class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares in respect of any of those years.

(2) If the company has no[F18 subsidiary undertakings], the report shall—

(a)deal with profits and losses of the company in respect of each of the 5 financial years immediately preceding the issue of the prospectus; and

(b)deal with the assets and liabilities of the company at the last date to which the company's accounts were made up.

[F18(3) If the company has subsidiary undertakings, the report shall—

(a)deal separately with the company's profits and losses as provided by sub‐paragraph (2), and in addition deal either—

(i)as a whole with the combined profits or losses of its subsidiary undertakings, so far as they concern members of the company, or

(ii)individually with the profits or losses of each of its subsidiary undertakings, so far as they concern members of the company,

or, instead of dealing separately with the company's profits or losses, deal as a whole with the profits or losses of the company and (so far as they concern members of the company) with the combined profits and losses of its subsidiary undertakings; and

(b)deal separately with the company's assets and liabilities as provided by sub‐paragraph (2), and in addition deal either—

(i)as a whole with the combined assets and liabilities of its subsidiary undertakings, with or without the company's assets and liabilities, or

(ii)individually with the assets and liabilities of each of its subsidiary undertakings,

indicating, as respects the assets and liabilities of its subsidiary undertakings, the allowance to be made for persons other than members of the company.]

Accountants' reportsN.I.

17.  If the proceeds of the issue of the shares or debentures are to be applied directly or indirectly in the purchase of any business, or any part of the proceeds of the issue is to be so applied, there shall be set out in the prospectus a report made by accountants upon—

(a)the profits or losses of the business in respect of each of the 5 financial years immediately preceding the issue of the prospectus, and

(b)the assets and liabilities of the business at the last date to which the accounts of the business were made up.

18.—(1) The following provisions apply if—

(a)the proceeds of the issue are to be applied directly or indirectly in any manner resulting in the acquisition by the company of shares in any other undertaking, or any part of the proceeds is to be so applied, and

(b)by reason of that acquisition or anything to be done in consequence of or in connection with it, that undertaking will become a subsidiary undertaking of the company.

(2) There shall be set out in the prospectus a report made by accountants upon—

(a)the profits or losses of the other undertaking in respect of each of the 5 financial years immediately preceding the issue of the prospectus, and

(b)the assets and liabilities of the other undertaking at the last date to which its accounts were made up.

(3) The report shall—

(a)indicate how the profits or losses of the other undertaking would in respect of the shares to be acquired have concerned members of the company and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired, and

(b)where the other undertaking is a parent undertaking, deal with the profits or losses and the assets and liabilities of the undertaking and its subsidiary undertakings in the manner provided by paragraph 16(3) in relation to the company and its subsidiary undertakings.

(4) In this paragraph “undertaking” and “shares”, in relation to an undertaking, have the same meaning as in Part VIII of this Order.

Provisions interpreting preceding paragraphs, and modifying them in certain casesN.I.

19.  If in the case of a company which has been carrying on business, or of a business which has been carried on for less than 5 years, the accounts of the company or business have only been made up in respect of 4 years, 3 years, 2 years or one year, the preceding paragraphs of this Part have effect as if references to 4 years, 3 years, 2 years or one year (as the case may be) were substituted for references to 5 years.

20.  “Financial year” in this Part means the year in respect of which the accounts of the company or of the business (as the case may be) are made up; and where by reason of any alteration of the date on which the financial year of the company or business terminates the accounts have been made up for a period greater or less than one year, that greater or less period is for the purposes of this Part deemed to be a financial year.

21.  Any report required by this Part shall either indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary, or shall make those adjustments and indicate that adjustments have been made.

22.—(1) A report required by paragraph 17 or 18 shall be made by accountants qualified under this Order for appointment as auditors of a company.

[F19(2) Such a report shall not be made by an accountant who is an officer or servant, or a partner of or in the employment of an officer or servant, of—

(a)the company or any of its subsidiary undertakings,

(b)a parent undertaking of the company or any subsidiary undertaking of such an undertaking.]

(3) The accountants making any report required for the purposes of paragraph 17 or 18 shall be named in the prospectus.

Articles 236, 238

SCHEDULE 4 F20N.I.FORM AND CONTENT OF COMPANY ACCOUNTS

PART IN.I.GENERAL RULES AND FORMATS

SECTION AN.I.GENERAL RULES

1.—(1) Subject to the following provisions of this Schedule—

(a)every balance sheet of a company shall show the items listed in either of the balance sheet formats set out in section B; and

(b)every profit and loss account of a company shall show the items listed in any one of the profit and loss account formats so set out,

in either case in the order and under the headings and sub-headings given in the format adopted.

(2) Sub-paragraph (1) is not to be read as requiring the heading or sub-heading for any item to be distinguished by any letter or number assigned to that item in the format adopted.

2.—(1) Where in accordance with paragraph 1 a company's balance sheet or profit and loss account for any financial year has been prepared by reference to one of the formats set out in section B, the directors of the company shall adopt the same format in preparing the accounts for subsequent financial years of the company unless in their opinion there are special reasons for a change.

(2) Particulars of any change in the format adopted in preparing a company's balance sheet or profit and loss account in accordance with paragraph 1 shall be disclosed, and the reasons for the change shall be explained, in a note to the accounts in which the new format is first adopted.

3.—(1) Any item required in accordance with paragraph 1 to be shown in a company's balance sheet or profit and loss account may be shown in greater detail than required by the format adopted.

(2) A company's balance sheet or profit and loss account may include an item representing or covering the amount of any asset or liability, income or expenditure not otherwise covered by any of the items listed in the format adopted, but the following shall not be treated as assets in any company's balance sheet—

(a)preliminary expenses;

(b)expenses of and commission on any issue of shares or debentures; and

(c)costs of research.

(3) In preparing a company's balance sheet or profit and loss account the directors of the company shall adapt the arrangement and headings and sub-headings otherwise required by paragraph 1 in respect of items to which an Arabic number is assigned in the format adopted, in any case where the special nature of the company's business requires such adaptation.

(4) Items to which Arabic numbers are assigned in any of the formats set out in section B may be combined in a company's accounts for any financial year if either—

(a)their individual amounts are not material to assessing the state of affairs or profit or loss of the company for that year; or

(b)the combination facilitates that assessment,

but in a case within head (b) the individual amounts of any items so combined shall be disclosed in a note to the accounts.

(5) Subject to paragraph 4(3), a heading or sub-heading corresponding to an item listed in the format adopted in preparing a company's balance sheet or profit and loss account shall not be included if there is no amount to be shown for that item in respect of the financial year to which the balance sheet or profit and loss account relates.

(6) Every profit and loss account of a company shall show the amount of the company's profit or loss on ordinary activities before taxation.

4.—(1) In respect of every item shown in a company's balance sheet or profit and loss account the corresponding amount for the financial year immediately preceding that to which the balance sheet or profit and loss account relates shall also be shown.

(2) Where that corresponding amount is not comparable with the amount to be shown for the item in question in respect of the financial year to which the balance sheet or profit and loss account relates, the former amount shall be adjusted and particulars of the adjustment and the reasons for it shall be disclosed in a note to the accounts.

(3) Paragraph 3(5) does not apply in any case where an amount can be shown for the item in question in respect of the financial year immediately preceding that to which the balance sheet or profit and loss account relates, and that amount shall be shown under the heading or sub-heading required by paragraph 1 for that item.

5.  Amounts in respect of items representing assets or income may not be set off against amounts in respect of items representing liabilities or expenditure (as the case may be), or vice versa.

5A.  The directors of a company must, in determining how amounts are presented within items in the profit and loss account and balance sheet, have regard to the substance of the reported transaction or arrangement, in accordance with generally accepted accounting principles or practice.

SECTION BN.I.THE REQUIRED FORMATS FOR ACCOUNTS

PreliminaryN.I.

6.  References in this Part to the items listed in any of the formats set out below are to those items read together with any of the notes following the formats which apply to any of those items, and the requirement imposed by paragraph 1 to show the items listed in any such format in the order adopted in the format is subject to any provision in those notes for alternative positions for any particular items.

7.  A number in brackets following any item in any of the formats set out below is a reference to the note of that number in the notes following the formats.

8.  In the notes following the formats—

(a)the heading of each note gives the required heading or sub-heading for the item to which it applies and a reference to any letters and numbers assigned to that item in the formats set out below (taking a reference in the case of Format 2 of the balance sheet formats to the item listed under “Assets” or under “Liabilities” as the case may require); and

(b)references to a numbered format are references to the balance sheet format or (as the case may require) to the profit and loss account format of that number set out below.

Balance Sheet Formats

Format 1F21

A.  Called-up share capital not paid (1)

B.  Fixed assets

I Intangible assets

1.Development costs

2.Concessions, patents, licences, trade marks and similar rights and assets (2)

3.Goodwill (3)

4.Payments on account

II Tangible assets

1.Land and buildings

2.Plant and machinery

3.Fixtures, fittings, tools and equipment

4.Payments on account and assets in course of construction

III Investments

1.Shares in[F22 group undertakings]

2.Loans to[F22 group undertakings]

3.[F22Participating interests]

4.Loans to[F22 undertakings in which the company has a participating interest]

5.Other investments other than loans

6.Other loans

7.Own shares (4)

C.  Current assets

I Stocks

1.Raw materials and consumables

2.Work in progress

3.Finished goods and goods for resale

4.Payments on account

II Debtors (5)

1.Trade debtors

2.Amounts owed by[F23 group undertakings]

3.Amounts owed by[F23 undertakings in which the company has a participating interest]

4.Other debtors

5.Called-up share capital not paid (1)

6.Prepayments and accrued income (6)

III Investments

1.Shares in[F23 group undertakings]

2.Own shares (4)

3.Other investments

IV Cash at bank and in hand

D.  Prepayments and accrued income (6)

E.  Creditors: amounts falling due within one year

1.Debenture loans (7)

2.Bank loans and overdrafts

3.Payments received on account (8)

4.Trade creditors

5.Bills of exchange payable

6.Amounts owed to[F24 group undertakings]

7.Amounts owed to[F24 undertakings in which the company has a participating interest]

8.Other creditors including taxation and social security (9)

9.Accruals and deferred income (10)

F.  Net current assets (liabilities) (11)

G.  Total assets less current liabilities

H.  Creditors: amounts falling due after more than one year

1.Debenture loans (7)

2.Bank loans and overdrafts

3.Payments received on account (8)

4.Trade creditors

5.Bills of exchange payable

6.Amounts owed to[F25 group undertakings]

7.Amounts owed to[F25 undertakings in which the company has a participating interest]

8.Other creditors including taxation and social security (9)

9.Accruals and deferred income (10)

I.  [F26Provisions for liabilities]

1.Pensions and similar obligations

2.Taxation, including deferred taxation

3.Other provisions

J.  Accruals and deferred income (10)

K.  Capital and reserves

I Called-up share capital (12)

II F27 Share premium account

III Revaluation reserve

IV Other reserves

1.Capital redemption reserve

2.Reserve for own shares

3.Reserved provided for by the articles of association

4.Other reserves

V Profit and loss account

Balance Sheet Formats

Format 2F28

ASSETS

A.  Called-up share capital not paid (1)

B.  Fixed assets

I Intangible assets

1.Development costs

2.Concessions, patents, licences, trade marks and similar rights and assets (2)

3.Goodwill (3)

4.Payments on account

II Tangible assets

1.Land and buildings

2.Plant and machinery

3.Fixtures, fittings, tools and equipment

4.Payments on account and assets in course of construction

III Investments

1.Shares in[F29 group undertakings]

2.Loans to[F29 group undertakings]

3.[F29Participating interests]

4.Loans to[F29 undertakings in which the company has a participating interest]

5.Other investments other than loans

6.Other loans

7.Own shares (4)

C.  Current assets

I Stocks

1.Raw materials and consumables

2.Work in progress

3.Finished goods and goods for resale

4.Payments on account

II Debtors (5)

1.Trade debtors

2.Amounts owed by[F30 group undertakings]

3.Amounts owed by[F30 undertakings in which the company has a participating interest]

4.Other debtors

5.Called-up share capital not paid (1)

6.Prepayments and accrued income (6)

III Investments

1.Shares in[F30 group undertakings]

2.Own shares (4)

3.Other investments

IV Cash at bank and in hand

D.  Prepayments and accrued income (6)

LIABILITIES

A.  Capital and reserves

I Called-up share capital (12)

II Share premium account

F31III Revaluation reserve

IV Other reserves

1.Capital redemption reserve

2.Reserve for own shares

3.Reserves provided for by the articles of association

4.Other reserves

V Profit and loss account

B.  [F32Provisions for liabilities]

1.Pensions and similar obligations

2.Taxation including deferred taxation

3.Other provisions

C.  Creditors (13)

1.Debenture loans (7)

2.Bank loans and overdrafts

3.Payments received on account (8)

4.Trade creditors

5.Bills of exchange payable

6.Amounts owed to[F33 group undertakings]

7.Amounts owed to[F33 undertakings in which the company has a participating interest]

8.Other creditors including taxation and social security (9)

9.Accruals and deferred income (10)

D.  Accruals and deferred income (10)

Notes on the balance sheet formats

Profit and loss account formats

Format 1

(see note (17) below)

Profit and loss account formats

Format 2

Profit and loss account formats

Format 3

(see note (17) below)

A.  Charges

1.Cost of sales (14)

2.Distribution costs (14)

3.Administrative expenses (14)

4.Amounts written off investments

5.Interest payable and similar charges (16)

6.Tax on profit or loss on ordinary activities

7.Profit or loss on ordinary activities after taxation

8.Extraordinary charges

9.Tax on extraordinary profit or loss

10.Other taxes not shown under the above items

11.Profit or loss for the financial year

B.  Income

1.Turnover

2.Other operating income

3.Income from shares in[F38 group undertakings]

4.Income from[F38 participating interests]

5.Income from other fixed asset investments (15)

6.Other interest receivable and similar income (15)

7.Profit or loss on ordinary activities after taxation

8.Extraordinary income

9.Profit or loss for the financial year

Profit and loss account formats

Format 4

A.  Charges

1.Reduction in stocks of finished goods and in work in progress

2.(a)Raw materials and consumables

(b)Other external charges

3.Staff costs:

(a)wages and salaries

(b)social security costs

(c)other pension costs

4.(a)Depreciation and other amounts written off tangible and intangible fixed assets

(b)Exceptional amounts written off current assets

5.Other operating charges

6.Amounts written off investments

7.Interest payable and similar charges (16)

8.Tax on profit or loss on ordinary activities

9.Profit or loss on ordinary activities after taxation

10.Extraordinary charges

11.Tax on extraordinary profit or loss

12.Other taxes not shown under the above items

13.Profit or loss for the financial year

B.  Income

1.Turnover

2.Increase in stocks of finished goods and in work in progress

3.Own work capitalised

4.Other operating income

5.Income from shares in[F39 group undertakings]

6.Income from[F39 participating interests]

7.Income from other fixed asset investments (15)

8.Other interest receivable and similar income (15)

9.Profit or loss on ordinary activities after taxation

10.Extraordinary income

11.Profit or loss for the financial year

Notes on the profit and loss account formats

PART IIN.I.ACCOUNTING PRINCIPLES AND RULES

SECTION AN.I.ACCOUNTING PRINCIPLES

PreliminaryN.I.

9.  Subject to paragraph 15, the amounts to be included in respect of all items shown in a company's accounts shall be determined in accordance with the principles set out in paragraphs 10 to 14.

Accounting principlesN.I.

10.  The company shall be presumed to be carrying on business as a going concern.

11.  Accounting policies shall be applied consistently within the same accounts and from one financial year to the next.

12.  The amount of any item shall be determined on a prudent basis, and in particular—

(a)only profits realised at the balance sheet date shall be included in the profit and loss account; and

(b)all liabilitiesF41. . . which have arisenF41. . . in respect of the financial year to which the accounts relate or a previous financial year shall be taken into account, including those which only become apparent between the balance sheet date and the date on which it is signed on behalf of the board of directors in pursuance of[F42 Article 241].

13.  All income and charges relating to the financial year to which the accounts relate shall be taken into account, with regard to the date of receipt or payment.

14.  In determining the aggregate amount of any item the amount of each individual asset or liability that falls to be taken into account shall be determined separately.

Departure from the accounting principlesN.I.

15.  If it appears to the directors of a company that there are special reasons for departing from any of the principles stated above in preparing the company's accounts in respect of any financial year they may do so, but particulars of the departure, the reasons for it and its effect shall be given in a note to the accounts.

SECTION BN.I.HISTORICAL COST ACCOUNTING RULESPreliminary

N.I.

16.  [F43Subject to sections C and D], the amounts to be included in respect of all items shown in a company's accounts shall be determined in accordance with the rules set out in paragraphs 17 to 28.

Fixed assetsN.I.

General rulesN.I.

17.  Subject to any provision for depreciation or diminution in value made in accordance with paragraph 18 or 19, the amount to be included in respect of any fixed asset shall be its purchase price or production cost.

18.  In the case of any fixed asset which has a limited useful economic life, the amount of—

(a)its purchase price or production cost; or

(b)where it is estimated that any such asset will have a residual value at the end of the period of its useful economic life, its purchase price or production cost less that estimated residual value,

shall be reduced by provisions for depreciation calculated to write off that amount systematically over the period of the asset's useful economic life.

19.—(1) Where a fixed asset investment of a description falling to be included under item B.III of either of the balance sheet formats set out in Part I has diminished in value provisions for diminution in value may be made in respect of it and the amount to be included in respect of it may be reduced accordingly; and any such provisions which are not shown in the profit and loss account shall be disclosed (either separately or in aggregate) in a note to the accounts.

(2) Provisions for diminution in value shall be made in respect of any fixed asset which has diminished in value if the reduction in its value is expected to be permanent (whether its useful economic life is limited or not), and the amount to be included in respect of it shall be reduced accordingly; and any such provisions which are not shown in the profit and loss account shall be disclosed (either separately or in aggregate) in a note to the accounts.

(3) Where the reasons for which any provision was made in accordance with sub-paragraph (1) or (2) have ceased to apply to any extent, that provision shall be written back to the extent that it is no longer necessary; and any amounts written back in accordance with this sub-paragraph which are not shown in the profit and loss account shall be disclosed (either separately or in aggregate) in a note to the accounts.

Rules for determining particular fixed asset itemsN.I.

20.—(1) Notwithstanding that an item in respect of “development costs” is included under “fixed assets” in the balance sheet formats set out in Part I, an amount may only be included in a company's balance sheet in respect of development costs in special circumstances.

(2) If any amount is included in a company's balance sheet in respect of development costs the following information shall be given in a note to the accounts—

(a)the period over which the amount of those costs originally capitalised is being or is to be written off; and

(b)the reasons for capitalising the development costs in question.

21.—(1) The application of paragraphs 17 to 19 in relation to goodwill (in any case where goodwill is treated as an asset) is subject to the following provisions of this paragraph.

(2) Subject to sub-paragraph (3), the amount of the consideration for any goodwill acquired by a company shall be reduced by provisions for depreciation calculated to write off that amount systematically over a period chosen by the directors of the company.

(3) The period chosen shall not exceed the useful economic life of the goodwill in question.

(4) In any case where any goodwill acquired by a company is shown or included as an asset in the company's balance sheet the period chosen for writing off the consideration for that goodwill and the reasons for choosing that period shall be disclosed in a note to the accounts.

Current assetsN.I.

22.  Subject to paragraph 23, the amount to be included in respect of any current asset shall be its purchase price or production cost.

23.—(1) If the net realisable value of any current asset is lower than its purchase price or production cost the amount to be included in respect of that asset shall be the net realisable value.

(2) Where the reasons for which any provision for diminution in value was made in accordance with sub-paragraph (1) have ceased to apply to any extent, that provision shall be written back to the extent that it is no longer necessary.

Miscellaneous and supplementary provisionsN.I.

Excess of money owed over value received as an asset itemN.I.

24.—(1) Where the amount repayable on any debt owed by a company is greater than the value of the consideration received in the transaction giving rise to the debt, the amount of the difference may be treated as an asset.

(2) Where any such amount is so treated—

(a)it shall be written off by reasonable amounts each year and must be completely written off before repayment of the debt; and

(b)if the current amount is not shown as a separate item in the company's balance sheet it must be disclosed in a note to the accounts.

Assets included at a fixed amountN.I.

25.—(1) Subject to sub-paragraph (2), assets which fall to be included—

(a)amongst the fixed assets of a company under the item “tangible assets”; or

(b)amongst the current assets of a company under the item “raw materials and consumables”,

may be included at a fixed quantity and value.

(2) Sub-paragraph (1) applies to assets of a kind which are constantly being replaced, where—

(a)their overall value is not material to assessing the company's state of affairs; and

(b)their quantity, value and composition are not subject to material variation.

Determination of purchase price or production costN.I.

26.—(1) The purchase price of an asset shall be determined by adding to the actual price paid any expenses incidental to its acquisition.

(2) The production cost of an asset shall be determined by adding to the purchase price of the raw materials and consumables used the amount of the costs incurred by the company which are directly attributable to the production of that asset.

(3) In addition, there may be included in the production cost of an asset—

(a)a reasonable proportion of the costs incurred by the company which are only indirectly attributable to the production of that asset, but only to the extent that they relate to the period of production; and

(b)interest on capital borrowed to finance the production of that asset, to the extent that it accrues in respect of the period of production,

so, however, that in a case within head (b) the inclusion of the interest in determining the cost of that asset and the amount of the interest so included shall be disclosed in a note to the accounts.

(4) In the case of current assets distribution costs may not be included in production costs.

27.—(1) Subject to the qualification mentioned below, the purchase price or production cost of—

(a)any assets which fall to be included under any item shown in a company's balance sheet under the general item “stocks”; and

(b)any assets which are fungible assets (including investments),

may be determined by the application of any of the methods mentioned in sub-paragraph (2) in relation to any such assets of the same class.

(2) Those methods are—

(a)the method known as “first in, first out” (FIFO);

(b)the method known as “last in, first out” (LIFO);

(c)a weighted average price; and

(d)any other method similar to any of the methods mentioned above.

(3) Where in the case of any company—

(a)the purchase price or production cost of assets falling to be included under any item shown in the company's balance sheet has been determined by the application of any method permitted by this paragraph; and

(b)the amount shown in respect of that item differs materially from the relevant alternative amount given below in this paragraph,

the amount of that difference shall be disclosed in a note to the accounts.

(4) Subject to sub-paragraph (5), for the purposes of sub-paragraph (3)(b), the relevant alternative amount, in relation to any item shown in a company's balance sheet, is the amount which would have been shown in respect of that item if assets of any class included under that item at an amount determined by any method permitted by this paragraph had instead been included at their replacement cost as at the balance sheet date.

(5) The relevant alternative amount may be determined by reference to the most recent actual purchase price or production cost before the balance sheet date of assets of any class included under the item in question instead of by reference to their replacement cost as at that date, but only if the former appears to the directors of the company to constitute the more appropriate standard of comparison in the case of assets of that class.

(6) For the purposes of this paragraph, assets of any description shall be regarded as fungible if assets of that description are substantially indistinguishable one from another.

Substitution of original stated amount where price or cost unknownN.I.

28.  Where there is no record of the purchase price or production cost of any asset of a company or of any price, expenses or costs relevant for determining its purchase price or production cost in accordance with paragraph 26, or any such record cannot be obtained without unreasonable expense or delay, its purchase price or production cost shall be taken for the purposes of paragraphs 17 to 23 to be the value ascribed to it in the earliest available record of its value made on or after its acquisition or production by the company.

SECTION CN.I.ALTERNATIVE ACCOUNTING RULES

PreliminaryN.I.

29.—(1) The rules set out in section B are referred to below in this Schedule as the historical cost accounting rules.

(2) Those rules, with the omission of paragraphs 16, 21 and 25 to 28, are referred to below in this Part as the depreciation rules; and references below in this Schedule to the historical cost accounting rules do not include the depreciation rules as they apply by virtue of paragraph 32.

30.  Subject to paragraphs 32 to 34, the amounts to be included in respect of assets of any description mentioned in paragraph 31 may be determined on any basis so mentioned.

Alternative accounting rulesN.I.

31.—(1) Intangible fixed assets, other than goodwill, may be included at their current cost.

(2) Tangible fixed assets may be included at a market value determined as at the date of their last valuation or at their current cost.

(3) Investments of any description falling to be included under item B.III of either of the balance sheet formats set out in Part I may be included either—

(a)at a market value determined as at the date of their last valuation; or

(b)at a value determined on any basis which appears to the directors to be appropriate in the circumstances of the company,

but in the latter case particulars of the method of valuation adopted and of the reasons for adopting it shall be disclosed in a note to the accounts.

(4) Investments of any description falling to be included under item C.III of either of the balance sheet formats set out in Part I may be included at their current cost.

(5) Stocks may be included at their current cost.

Application of the depreciation rulesN.I.

32.—(1) Where the value of any asset of a company is determined on any basis mentioned in paragraph 31, that value shall be, or (as the case may require) be the starting point for determining, the amount to be included in respect of that asset in the company's accounts, instead of its purchase price or production cost or any value previously so determined for that asset; and the depreciation rules shall apply accordingly in relation to any such asset with the substitution for any reference to its purchase price or production cost of a reference to the value most recently determined for that asset on any basis mentioned in paragraph 31.

(2) The amount of any provision for depreciation required in the case of any fixed asset by paragraph 18 or 19 as it applies by virtue of sub-paragraph (1) is referred to in this paragraph as the adjusted amount, and the amount of any provision which would be required by that paragraph in the case of that asset according to the historical cost accounting rules is referred to as the historical cost amount.

(3) Where sub-paragraph (1) applies in the case of any fixed asset the amount of any provision for depreciation in respect of that asset—

(a)included in any item shown in the profit and loss account in respect of amounts written off assets of the description in question; or

(b)taken into account in stating any item so shown which is required by note (14) of the notes on the profit and loss account formats set out in Part I to be stated after taking into account any necessary provisions for depreciation or diminution in value of assets included under it,

may be the historical cost amount instead of the adjusted amount, so, however, that the amount of any difference between the two shall be shown separately in the profit and loss account or in a note to the accounts.

Additional information to be provided in case of departure from historical cost accounting rulesN.I.

33.—(1) This paragraph applies where the amounts to be included in respect of assets covered by any items shown in a company's accounts have been determined on any basis mentioned in paragraph 31.

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

(3) In the case of each balance sheet item affected (except stocks) either—

(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,

shall be shown separately in the balance sheet or in a note to the accounts.

(4) In sub-paragraph (3), references in relation to any item to the comparable amounts determined as there mentioned 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 for depreciation or diminution in value which would be permitted or required in determining those amounts according to those rules.

Revaluation reserveN.I.

34.—(1) With respect to any determination of the value of an asset of a company on any basis mentioned in paragraph 31, the amount of any profit or loss arising from that determination (after allowing, where appropriate, for any provisions for depreciation or diminution in value made otherwise than by reference to the value so determined and any adjustments of any such provisions made in the light of that determination) shall be credited or (as the case may be) debited to a separate reserve ( “the revaluation reserve”).

(2) The amount of the revaluation reserve shall be shown in the company's balance sheet under a separate sub-heading in the position given for the item “revaluation reserve” in Format 1 or 2 of the balance sheet formats set out in Part I, but need not be shown under that name.

[F44(3) An amount may be transferred

[F45(a)from the revaluation reserve—

(i)to the proft and loss account, if the amount was previously charged to that account or represents realised profit, or

(ii)on capitalisation,

(b)to or from the revaluation reserve in respect of the taxation relating to any profit or loss credited or debited to the reserve;]

and the revaluation reserve shall be reduced to the extent that the amounts transferred to it are no longer necessary for the purposes of the valuation method used.

(3A) In[F45 sub-paragraph (3)(a)(ii)] “capitalisation”, in relation to an amount standing to the credit of the revaluation reserve, means applying it in wholly or partly paying up unissued shares in the company to be allotted to members of the company as fully or partly paid shares.

(3B) The revaluation reserve shall not be reduced except as mentioned in this paragraph.]

(4) The treatment for taxation purposes of amounts credited or debited to the revaluation reserve shall be disclosed in a note to the accounts.

SECTION DN.I.FAIR VALUE ACCOUNTING

Inclusion of financial instruments at fair valueN.I.

34A.—(1) Subject to sub-paragraphs (2) to (4), financial instruments (including derivatives) may be included at fair value.

(2) Sub-paragraph (1) does not apply to financial instruments which constitute liabilities unless—

(a)they are held as part of a trading portfolio, or

(b)they are derivatives.

(3) Sub-paragraph (1) does not apply to—

(a)financial instruments (other than derivatives) held to maturity;

(b)loans and receivables originated by the company and not held for trading purposes;

(c)interests in subsidiary undertakings, associated undertakings and joint ventures;

(d)equity instruments issued by the company;

(e)contracts for contingent consideration in a business combination;

(f)other financial instruments with such special characteristics that the instruments, according to generally accepted accounting principles or practice, should be accounted for differently from other financial instruments.

(4) If the fair value of a financial instrument cannot be determined reliably in accordance with paragraph 34B, sub-paragraph (1) does not apply to that financial instrument.

(5) In this paragraph—

• “associated undertaking” has the meaning given by paragraph 20 of Schedule 4A; and

• “joint venture” has the meaning given by paragraph 19 of that Schedule.

Determination of fair valueN.I.

34B.—(1) The fair value of a financial instrument is determined in accordance with this paragraph.

(2) If a reliable market can readily be identified for the financial instrument, its fair value is determined by reference to its market value.

(3) If a reliable market cannot readily be identified for the financial instrument but can be identified for its components or for a similar instrument, its fair value is determined by reference to the market value of its components or of the similar instrument.

(4) If neither sub-paragraph (2) nor (3) applies, the fair value of the financial instrument is a value resulting from generally accepted valuation models and techniques.

(5) Any valuation models and techniques used for the purposes of sub-paragraph (4) must ensure a reasonable approximation of the market value.

Inclusion of hedged items at fair valueN.I.

34C.  A company may include any assets and liabilities that qualify as hedged items under a fair value hedge accounting system, or identified portions of such assets or liabilities, at the amount required under that system.

Other assets that may be included at fair valueN.I.

34D.—(1) This paragraph applies to—

(a)investment property, and

(b)living animals and plants,

that, under international accounting standards, may be included in accounts at fair value.

(2) Such investment property and such living animals and plants may be included at fair value, provided that all such investment property or, as the case may be, all such living animals and plants are so included where their fair value can reliably be determined.

(3) In this paragraph, “fair value” means fair value determined in accordance with relevant international accounting standards.

Accounting for changes in valueN.I.

34E.—(1) This paragraph applies where a financial instrument is valued in accordance with paragraph 34A or 34C or an asset is valued in accordance with paragraph 34D.

(2) Notwithstanding paragraph 12 and subject to sub-paragraphs (3) and (4), a change in the value of the financial instrument or of the investment property or living animal or plant must be included in the profit and loss account.

(3) Where—

(a)the financial instrument accounted for is a hedging instrument under a hedge accounting system that allows some or all of the change in value not to be shown in the profit and loss account, or

(b)the change in value relates to an exchange difference arising on a monetary item that forms part of a company's net investment in a foreign entity,

the amount of the change in value must be credited to or (as the case may be) debited from a separate reserve ( “the fair value reserve”).

(4) Where the instrument accounted for—

(a)is an available for sale financial asset, and

(b)is not a derivative,

the change in value may be credited to or (as the case may be) debited from the fair value reserve.

The fair value reserveN.I.

34F.—(1) The fair value reserve must be adjusted to the extent that the amounts shown in it are no longer necessary for the purposes of paragraph 34E(3) or (4).

(2) The treatment for taxation purposes of amounts credited to or debited from the fair value reserve must be disclosed in a note to the accounts.

PART IIIN.I.NOTES TO THE ACCOUNTS

PreliminaryN.I.

35.  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.

Reserves and dividendsN.I.

35A.  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).

Disclosure of accounting policiesN.I.

36.  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 policies with respect to the depreciation and diminution in value of assets).

36A.  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.

Information supplementing the balance sheetN.I.

37.  Paragraphs 38 to 51 require information which either supplements the information given with respect to any particular items shown in the balance sheet or is otherwise relevant to assessing the company's state of affairs in the light of the information so given.

F46

Share capital and debenturesN.I.

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

(a)the authorised share capital;F47. . .

(b)where shares of more than one class have been allotted, the number and aggregate nominal value of shares of each class allotted[F47; and]

[F47(c)where shares are held as treasury shares, the number and aggregate nominal value of the treasury shares and, where shares of more than one class have been allotted, the number and aggregate nominal value of the shares of each class held as treasury shares.]

.

(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.

39.  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.

40.—(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.

41.—(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.

Fixed assetsN.I.

42.—(1) In respect of each item which is or would but for paragraph 3(4)(b) be shown under the general item “fixed assets” in the company's balance sheet the following information shall be given—

(a)the appropriate amounts in respect of that 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 shown in the balance sheet in respect of that item of—

(i)any revision of the amount in respect of any assets included under that item made during that year on any basis mentioned in paragraph 31;

(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 that item during that year.

(2) The reference in sub-paragraph (1)(a) to the appropriate amounts in respect of any 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 that item on either of the following bases, that is to say—

(a)on the basis of purchase price or production cost (determined in accordance with paragraphs 26 and 27); or

(b)on any basis mentioned in paragraph 31,

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

(3) In respect of each item within sub-paragraph (1)—

(a)the cumulative amount of provisions for depreciation or diminution in value of assets included under that 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 assets; and

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

shall also be stated.

43.  Where any fixed 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 31, 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.

44.  In relation to any amount which is or would but for paragraph 3(4)(b) be shown in respect of the item “land and buildings” in the company's balance sheet 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.

45.—(1) In respect of the amount of each item which is or would but for paragraph 3(4)(b) be shown in the company's balance sheet under the general item “investments” (whether as fixed assets or as current assets) there shall be stated—

(a)how much of that amount is ascribable to listed investments;F48. . .

(2) Where the amount of any listed investments is stated for any item in accordance with sub-paragraph (1)(a), the following amounts shall also be stated—

(a)the aggregate market value of those investments where it differs from the amount so stated; and

(b)both the market value and the stock exchange value of any investments of which the former value is, for the purposes of the accounts, taken as being higher than the latter.

Information about fair value of assets and liabilitiesN.I.

45A.—(1) This paragraph applies where financial instruments have been valued in accordance with paragraph 34A or 34C.

(2) There must be stated—

(a)where the fair value of the instruments has been determined in accordance with paragraph 34B(4), the significant assumptions underlying the valuation models and techniques used,

(b)for each category of financial instruments, 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.

(3) 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.

45B.  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 34B, and

(b)the extent and nature of the derivatives.

45C.—(1) Sub-paragraph (2) applies if—

(a)the company has financial fixed assets that could be included at fair value by virtue of paragraph 34A,

(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 19(1).

(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.

45D.—(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 34D.

(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 for depreciation or diminution in value which would be permitted or required in determining those amounts according to those rules.

Reserves and provisionsN.I.

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

(a)to or from any reserves; or

(b)to any[F49 provisions for liabilities]; or

(c)from any[F49 provision for liabilities] otherwise than for the purpose for which the provision was established,

and the reserves or provisions are or would but for paragraph 3(4)(b) be shown as separate items in the company's balance sheet, the information mentioned in sub-paragraph (2) 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 the item “other provisions” in the company's balance sheet in any case where the amount of that provision is material.

Provision for taxationN.I.

[F5047.]  [F50The amount of any provision for deferred taxation shall be stated separately from the amount of any provision for other taxation.]

Details of indebtednessN.I.

48.—[F51(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

[F52(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 above 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 3(4)(b) be shown under that heading.

49.  If any fixed cumulative dividends on the company's shares are in arrear, 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 arrear.

Guarantees and other financial commitmentsN.I.

50.—(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—

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

(b)its legal nature; and

(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;F53. . .

(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 shall be given of that commitment so far as it relates to such pensions.

(5) Particulars shall also be given of any other financial commitments which—

(a)have not been provided for; and

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

Miscellaneous mattersN.I.

51.—(1) Particulars shall be given of any case where the purchase price or production cost of any asset is for the first time determined under paragraph 28.

(2 )F54 Where any outstanding loans made under the authority of Article 163(4)(b)[F55,(bb)] or (c) (loans to employees for acquisition of company's shares) or 165 (private companies) 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 accountN.I.

52.  Paragraphs 53 to 57 require information which either supplements the information given with respect to any particular items shown in the profit and loss account or otherwise provides particulars of income or expenditure of the company or of circumstances affecting the items shown in the profit and loss account.

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

53.—(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,F56. . . 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[F57 group undertakings], but, with that exception, it applies to interest or charges on all loans, whether made on the security of debentures or not.

• Sub-paras. (3)‐(6) rep. by SR 1997/314

• Sub-para. (7) rep. by 1990 NI 10

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.

Particulars of turnoverN.I.

55.—(1) If in the course of the financial year the company has carried on business of two or more classes that, in the opinion of the directors, differ substantially from each other, there shall be stated in respect of each class (describing it)—

(a)the amount of the turnover attributable to that class;F58. . .

(2) If in the course of the financial year the company has supplied markets that, in the opinion of the directors, differ substantially from each other, the amount of the turnover attributable to each such market shall also be stated.

(3) In analysing for the purposes of this paragraph the source (in terms of business or in terms of market) of turnoverF58. . . , the directors of the company shall have regard to the manner in which the company's activities are organised.

(4) For the purposes of this paragraph—

(a)classes of business which, in the opinion of the directors, do not differ substantially from each other shall be treated as one class; and

(b)markets which, in the opinion of the directors, do not differ substantially from each other shall be treated as one market,

and any amounts properly attributable to one class of business or (as the case may be) to one market which are not material may be included in the amount stated in respect of another.

(5) Where in the opinion of the directors the disclosure of any information required by this paragraph would be seriously prejudicial to the interests of the company, that information need not be disclosed, but the fact that any such information has not been disclosed must be stated.

Para. 56 rep. by SR 2004/496

Miscellaneous mattersN.I.

57.—(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.

GeneralN.I.

58.—(1) Where sums originally denominated in foreign currencies have been brought into account under any items shown in the balance sheet or profit and loss account, the basis on which those sums have been translated into sterling shall be stated.

(2) Subject to sub-paragraph (3), in respect of every item stated in a note to the accounts the corresponding amount for the financial year immediately preceding that to which the accounts relate shall also be stated and where the corresponding amount is not comparable, it shall be adjusted and particulars of the adjustment and the reasons for it shall be given.

(3) Sub-paragraph (2) does not apply in relation to any amounts stated by virtue of any of the following provisions—

[F59(a)paragraph 13 of Schedule 4A (details of accounting treatment of acquisitions),

(b)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),

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

(d)paragraphs 42 and 46 (fixed assets and reserves and provisions).]

Dormant companies acting as agentsN.I.

58A.  Where the directors of a company take advantage of the exemption conferred by Article 257AA, and the company has during the financial year in question acted as an agent for any person, the fact that it has so acted must be stated.

[F60PART IV]N.I.[F60SPECIAL PROVISIONS WHERE COMPANY IS A PARENT COMPANY OR SUBSIDIARY UNDERTAKING]

Company's own accountsN.I.

Para. 59 rep. by SR 1997/314

Guarantees and other financial commitments in favour of group undertakingsN.I.

59A.  Commitments within any of sub‐paragraphs (1) to (5) of paragraph 50 (guarantees and other financial commitments) which are 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 head (a) shall also be stated separately from those within head (b).

N.I.

Paras. 60‐70 rep. by 1990 NI 5

PART VN.I.SPECIAL PROVISIONS WHERE THE COMPANY IS AN INVESTMENT COMPANY

71 .F61—(1) Paragraph 34 does not apply to the amount of any profit or loss arising from a determination of the value of any investments of an investment company on any basis mentioned in paragraph 31(3).

(2) Any provisions made by virtue of paragraph 19(1) or (2) in the case on an investment company in respect of any fixed asset investments need not be charged to the company's profit and loss account if they are either—

(a)charged against any reserve account to which any amount excluded by sub-paragraph (1) from the requirements of paragraph 34 has been credited; or

(b)shown as a separate item in the company's balance sheet under the sub-heading “other reserves”.

(3) For the purposes of this paragraph, as it applies in relation to any company, “fixed asset investment” means any asset falling to be included under any item shown in the company's balance sheet under the subdivision “investments” under the general item “fixed assets”.

72 .F62—(1) Any distribution made by an investment company which reduces the amount of its net assets to less than the aggregate of its called-up share capital and undistributable reserves shall be disclosed in a note to the company's accounts.

(2) For the purposes of this paragraph, a company's net assets are the aggregate of its assets less the aggregate of its liabilities (including any[F63 provision for liabilities] within paragraph 88[F63 that is made in Companies Order accounts and any provision that is made in IAS accounts] ); and “undistributable reserves” has the meaning given by Article 272(3).

73 .F64  A company shall be treated as an investment company for the purposes of this Part in relation to any financial year of the company if—

(a)during the whole of that year it was an investment company as defined by Article 274, and

(b)it was not at any time during that year prohibited under Article 273(4) (no distribution where capital profits have been distributed, etc.) from making a distribution by virtue of that Article.

Para. 74 rep. by 1990 NI 5

PART VIN.I.SPECIAL PROVISIONS WHERE THE COMPANY HAS ENTERED INTO ARRANGEMENTS SUBJECT TO MERGER RELIEF

Para. 75 rep. by 1990 NI 5

PART VIIN.I.INTERPRETATION OF SCHEDULE

76.  The following paragraphs apply for the purposes of this Schedule and its interpretation.

Financial instrumentsN.I.

76A.  References to “derivatives” include commodity‐based contracts that give either contracting party the right to settle in cash or in 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 designed for such purpose at their inception, and

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

76B.—(1) The expressions listed in sub‐paragraph (2) have the same meaning as they have in Council Directive 78/660/EEC on the annual accounts of certain types of companies, as amended.

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

Paras. 77‐80 rep. by 1990 NI 5

Historical cost accounting rulesN.I.

81.  References to the historical cost accounting rules shall be read in accordance with paragraph 29.

Investment propertyN.I.

81A.  “Investment property” means land held to earn rent or for capital appreciation.

LeasesN.I.

82.—(1) “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.

(2) “Short lease” means a lease which is not a long lease.

(3) “Lease” includes an agreement for a lease.

Listed investmentsN.I.

[F6583.]—[F65F65(1) “Listed investment” means an investment as respects which there has been granted a listing on—

(a)a recognised investment exchange other than an overseas investment exchange; or

(b)a stock exchange of repute outside Northern Ireland.

(2) “Recognised investment exchange” and “overseas investment exchange” have the meaning given in Part 18 of the Financial Services and Markets Act 2000.]

LoansN.I.

84.  A loan is treated as falling due for repayment, and an instalment of a loan 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.

85.  Amounts which in the particular context of any provision of this Schedule are not material may be disregarded for the purposes of that provision.

Para. 86 rep. by 1990 NI 5

ProvisionsN.I.

87.—(1) References 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.

(2) Any reference in the profit and loss account formats set out in Part I 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.

88.  References to[F66 provisions for liabilities] are to any amount retained as reasonably necessary for the purpose of providing for any liability[F66 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.

Paras. 89‐91 rep. by 1990 NI 5

Staff costsN.I.

92.—(1) “Social security costs” means any contributions by the company to any state social security or pension scheme, fund or arrangement.

[F67(2) “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.]

(3) Any amount stated in respect of[F67 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[F68 Article 239A(1)(a)].

Para. 93 rep. by 1990 NI 5

[F69SCHEDULE 4AN.I.FORM AND CONTENT OF GROUP ACCOUNTS]

General rulesN.I.

1.—(1) Group accounts shall comply so far as practicable with the[F70 provisions ofF71Article 398A(3) (amount of auditors' remuneration) and Schedule 4 (form and content of company accounts)] as if the undertakings included in the consolidation ( “the group”) were a single company.

(3) Where the parent company is treated as an investment company for the purposes of Part V of that Schedule (special provisions for investment companies) the group shall be similarly treated.

2.—(1) The consolidated balance sheet and profit and loss account shall incorporate in full the information contained in the individual accounts of the undertakings included in the consolidation, subject to the adjustments authorised or required by the following provisions of this Schedule and to such other adjustments (if any) as may be appropriate in accordance with generally accepted accounting principles or practice.

(2) If the financial year of a subsidiary undertaking included in the consolidation[F72 does not end with that of the parent company], the group accounts shall be made up—

(a)from the accounts of the subsidiary undertaking for its financial year last ending before the end of the parent company's financial year, provided that year ended no more than 3 months before that of the parent company, or

(b)from interim accounts prepared by the subsidiary undertaking as at the end of the parent company's financial year.

3.—(1) Where assets and liabilities to be included in the group accounts have been valued or otherwise determined by undertakings according to accounting rules differing from those used for the group accounts, the values or amounts shall be adjusted so as to accord with the rules used for the group accounts.

(2) If it appears to the directors of the parent company that there are special reasons for departing from sub‐paragraph (1) they may do so, but particulars of any such departure, the reasons for it and its effect shall be given in a note to the accounts.

(3) The adjustments referred to in this paragraph need not be made if they are not material for the purpose of giving a true and fair view.

4.  Any differences of accounting rules as between a parent company's individual accounts for a financial year and its group accounts shall be disclosed in a note to the latter accounts and the reasons for the difference given.

5.  Amounts which in the particular context of any provision of this Schedule are not material may be disregarded for the purposes of that provision.

Elimination of group transactionsN.I.

6.—(1) Debts and claims between undertakings included in the consolidation, and income and expenditure relating to transactions between such undertakings, shall be eliminated in preparing the group accounts.

(2) Where profits and losses resulting from transactions between undertakings included in the consolidation are included in the book value of assets, they shall be eliminated in preparing the group accounts.

(3) The elimination required by sub‐paragraph (2) may be effected in proportion to the group's interest in the shares of the undertakings.

(4) Sub‐paragraphs (1) and (2) need not be complied with if the amounts concerned are not material for the purpose of giving a true and fair view.

Acquisition and merger accountingN.I.

7.—(1) The following provisions apply where an undertaking becomes a subsidiary undertaking of the parent company.

(2) That event is referred to in those provisions as an “acquisition”, and references to the “undertaking acquired” shall be construed accordingly.

8.  An acquisition shall be accounted for by the acquisition method of accounting unless the conditions for accounting for it as a merger are met and the merger method of accounting is adopted.

9.—(1) The acquisition method of accounting is as follows.

(2) The identifiable assets and liabilities of the undertaking acquired shall be included in the consolidated balance sheet at their fair values as at the date of acquisition.

(3) The income and expenditure of the undertaking acquired shall be brought into the group accounts only as from the date of the acquisition.

(4) There shall be set off against the acquisition cost of the interest in the shares of the undertaking held by the parent company and its subsidiary undertakings the interest of the parent company and its subsidiary undertakings in the adjusted capital and reserves of the undertaking acquired.

• For this purpose—

• “the acquisition cost” means the amount of any cash consideration and the fair value of any other consideration, together with such amount (if any) in respect of fees and other expenses of the acquisition as the company may determine, and

• “the adjusted capital and reserves” of the undertaking acquired means its capital and reserves at the date of the acquisition after adjusting the identifiable assets and liabilities of the undertaking to fair values as at that date.

(5) The resulting amount if positive shall be treated as goodwill, and if negative as a negative consolidation difference.

10.—(1) The conditions for accounting for an acquisition as a merger are—

(a)that at least 90 per cent. of the nominal value of the relevant shares in the undertaking acquired[F73 (excluding any shares in the undertaking held as treasury shares)] is held by or on behalf of the parent company and its subsidiary undertakings,

(b)that the proportion referred to in head (a) was attained pursuant to an arrangement providing for the issue of equity shares by the parent company or one or more of its subsidiary undertakings,

(c)that the fair value of any consideration other than the issue of equity shares given pursuant to the arrangement by the parent company and its subsidiary undertakings did not exceed 10 per cent. of the nominal value of the equity shares issued, and

(d)that adoption of the merger method of accounting accords with generally accepted accounting principles or practice.

(2) The reference in sub‐paragraph (1)(a) to the “relevant shares” in an undertaking acquired is to those carrying unrestricted rights to participate both in distributions and in the assets of the undertaking upon liquidation.

11.—(1) The merger method of accounting is as follows.

(2) The assets and liabilities of the undertaking acquired shall be brought into the group accounts at the figures at which they stand in the undertaking's accounts, subject to any adjustment authorised or required by this Schedule.

(3) The income and expenditure of the undertaking acquired shall be included in the group accounts for the entire financial year, including the period before the acquisition.

(4) The group accounts shall show corresponding amounts relating to the previous financial year as if the undertaking acquired had been included in the consolidation throughout that year.

(5) There shall be set off against the aggregate of—

(a)the appropriate amount in respect of qualifying shares issued by the parent company or its subsidiary undertakings in consideration for the acquisition of shares in the undertaking acquired, and

(b)the fair value of any other consideration for the acquisition of shares in the undertaking acquired, determined as at the date when those shares were acquired,

the nominal value of the issued share capital of the undertaking acquired held by the parent company and its subsidiary undertakings.

(6) The resulting amount shall be shown as an adjustment to the consolidated reserves.

(7) In sub‐paragraph (5)(a) “qualifying shares” means—

(a)shares in relation to which Article 141 (merger relief) applies, in respect of which the appropriate amount is the nominal value; or

(b)shares in relation to which Article 142 (relief in respect of group reconstructions) applies, in respect of which the appropriate amount is the nominal value together with any minimum premium value within the meaning of that Article.

12.—(1) Where a group is acquired, paragraphs 9 to 11 apply with the following adaptations.

(2) References to shares of the undertaking acquired shall be construed as references to shares of the parent undertaking of the group.

(3) Other references to the undertaking acquired shall be construed as references to the group; and references to the assets and liabilities, income and expenditure and capital and reserves of the undertaking acquired shall be construed as references to the assets and liabilities, income and expenditure and capital and reserves of the group after making the set‐offs and other adjustments required by this Schedule in the case of group accounts.

13.—(1) The following information with respect to acquisitions taking place in the financial year shall be given in a note to the accounts.

(2) There shall be stated—

(a)the name of the undertaking acquired or, where a group was acquired, the name of the parent undertaking of that group, and

(b)whether the acquisition has been accounted for by the acquisition or the merger method of accounting;

and in relation to an acquisition which significantly affects the figures shown in the group accounts, the following further information shall be given.

(3) The composition and fair value of the consideration for the acquisition given by the parent company and its subsidiary undertakings shall be stated.

(5) Where the acquisition method of accounting has been adopted, the book values immediately prior to the acquisition, and the fair values at the date of acquisition, of each class of assets and liabilities of the undertaking or group acquired shall be stated in tabular form, including a statement of the amount of any goodwill or negative consolidation difference arising on the acquisition, together with an explanation of any significant adjustments made.

(6) Where the merger method of accounting has been adopted, an explanation shall be given of any significant adjustments made in relation to the amounts of the assets and liabilities of the undertaking or group acquired, together with a statement of any resulting adjustment to the consolidated reserves (including the restatement of opening consolidated reserves).

(7) In ascertaining for the purposes of sub‐paragraphF74. . . (5) or (6) the profit or loss of a group, the book values and fair values of assets and liabilities of a group or the amount of the assets and liabilities of a group, the set‐offs and other adjustments required by this Schedule in the case of group accounts shall be made.

14.—(1) There shall also be stated in a note to the accounts the cumulative amount of goodwill resulting from acquisitions in that and earlier financial years which has been written off[F75 otherwise than in the consolidated profit and loss account for that or any earlier financial year].

(2) That figure shall be shown net of any goodwill attributable to subsidiary undertakings or businesses disposed of prior to the balance sheet date.

15.  Where during the financial year there has been a disposal of an undertaking or group which significantly affects the figures shown in the group accounts, there shall be stated in a note to the accounts—

(a)the name of that undertaking or, as the case may be, of the parent undertaking of that group, and

(b)the extent to which the profit or loss shown in the group accounts is attributable to profit or loss of that undertaking or group.

16.  The information required by paragraph 13, 14 or 15 need not be disclosed with respect to an undertaking which—

(a)is established under the law of a country outside the United Kingdom, or

(b)carries on business outside the United Kingdom,

if in the opinion of the directors of the parent company the disclosure would be seriously prejudicial to the business of that undertaking or to the business of the parent company or any of its subsidiary undertakings and the Department agrees that the information should not be disclosed.

Minority interestsN.I.

17.—(1) The formats set out in Schedule 4 have effect in relation to group accounts with the following additions.

(2) In the Balance Sheet Formats a further item headed “ Minority interests ” shall be added—

(a)in Format 1, either after item J or at the end (after item K), and

(b)in Format 2, under the general heading “LIABILITIES”, between items A and B;

and under that item shall be shown the amount of capital and reserves attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings.

(3) In the Profit and Loss Account Formats a further item headed “ Minority interests ” shall be added—

(a)in Format 1, between items 14 and 15,

(b)in Format 2, between items 16 and 17,

(c)in Format 3, between items 7 and 8 in both sections A and B, and

(d)in Format 4, between items 9 and 10 in both sections A and B;

and under that item shall be shown the amount of any profit or loss on ordinary activities attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings.

(4) In the Profit and Loss Account Formats a further item headed “ Minority interests ” shall be added—

(a)in Format 1, between items 18 and 19,

(b)in Format 2, between items 20 and 21,

(c)in Format 3, between items 9 and 10 in section A and between items 8 and 9 in section B, and

(d)in Format 4, between items 11 and 12 in section A and between items 10 and 11 in section B;

and under that item shall be shown the amount of any profit or loss on extraordinary activities attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the parent company and its subsidiary undertakings.

(5) For the purposes of paragraph 3(3) and (4) of Schedule 4 (power to adapt or combine items)—

(a)the additional item required by sub‐paragraph (2) shall be treated as one to which a letter is assigned, and

(b)the additional items required by sub‐paragraphs (3) and (4) shall be treated as ones to which an Arabic number is assigned.

Para. 18 rep. by SR 2004/496

Joint venturesN.I.

19.—(1) Where an undertaking included in the consolidation manages another undertaking jointly with one or more undertakings not included in the consolidation, that other undertaking ( “the joint venture”) may, if it is not—

(a)a body corporate, or

(b)a subsidiary undertaking of the parent company,

be dealt with in the group accounts by the method of proportional consolidation.

(2) The provisions of[F76 this Schedule] relating to the preparation of consolidated accounts apply, with any necessary modifications, to proportional consolidation under this paragraph.

Associated undertakingsN.I.

20.—(1) An “associated undertaking” means an undertaking in which an undertaking included in the consolidation has a participating interest and over whose operating and financial policy it exercises a significant influence, and which is not—

(a)a subsidiary undertaking of the parent company, or

(b)a joint venture dealt with in accordance with paragraph 19.

(2) Where an undertaking holds 20 per cent. or more of the voting rights in another undertaking, it shall be presumed to exercise such an influence over it unless the contrary is shown.

(3) The voting rights in an undertaking means the rights conferred on shareholders in respect of their shares or, in the case of an undertaking not having a share capital, on members, to vote at general meetings of the undertaking on all, or substantially all, matters.

(4) The provisions of paragraphs 5 to 11 of Schedule 10A (rights to be taken into account and attribution of rights) apply in determining for the purposes of this paragraph whether an undertaking holds 20 per cent. or more of the voting rights in another undertaking.

21.—(1) The formats set out in Schedule 4 have effect in relation to group accounts with the following modifications.

(2) In the Balance Sheet Formats the items headed “Participating interests”, that is—

(a)in Format 1, item B.III.3, and

(b)in Format 2, item B.III.3 under the heading “ASSETS”,

shall be replaced by two items, ” “ Interests in associated undertakings ” and “ Other participating interests ”.

(3) In the Profit and Loss Account Formats, the items headed “Income from participating interests”, that is—

(a)in Format 1, item 8,

(b)in Format 2, item 10,

(c)in Format 3, item B.4, and

(d)in Format 4, item B.6,

shall be replaced by two items, “Income from interests in associated undertakings” and “Income from other participating interests”.

22.—(1) The interest of an undertaking in an associated undertaking, and the amount of profit or loss attributable to such an interest, shall be shown by the equity method of accounting (including dealing with any goodwill arising in accordance with paragraphs 17 to 19 and 21 of Schedule 4).

(2) Where the associated undertaking is itself a parent undertaking, the net assets and profits or losses to be taken into account are those of the parent and its subsidiary undertakings (after making any consolidation adjustments).

(3) The equity method of accounting need not be applied if the amounts in question are not material for the purpose of giving a true and fair view.

[F77SCHEDULE 5N.I.DISCLOSURE OF INFORMATION: RELATED UNDERTAKINGS]

PART IN.I.COMPANIES NOT REQUIRED TO PREPARE GROUP ACCOUNTS

Subsidiary undertakingsN.I.

1.—(1) The following information shall be given where at the end of the financial year the company has subsidiary undertakings.

(2) The name of each subsidiary undertaking shall be stated.

(3) There shall be stated with respect to each subsidiary undertaking—

(a)if it is incorporated outside Northern Ireland, the country in which it is incorporated;

(b)if it is unincorporated, the address of its principal place of business.

(4) The reason why the company is not required to prepare group accounts shall be stated.

(5) If the reason is that all the subsidiary undertakings of the company fall within the exclusions provided for in Article 237, it shall be stated with respect to each subsidiary undertaking which of those exclusions applies.

Holdings in subsidiary undertakingsN.I.

2.—(1) There shall be stated in relation to shares of each class held by the company in a subsidiary undertaking—

(a)the identity of the class, and

(b)the proportion of the nominal value of the shares of that class represented by those shares.

(2) The shares held by or on behalf of the company itself shall be distinguished from those attributed to the company which are held by or on behalf of a subsidiary undertaking.

Financial information about subsidiary undertakingsN.I.

3.—(1) There shall be disclosed with respect to each subsidiary undertaking—

(a)the aggregate amount of its capital and reserves as at the end of its relevant financial year, and

(b)its profit or loss for that year.

(2) That information need not be given if the company is exempt by virtue of Article 236 from the requirement to prepare group accounts (parent company included in accounts of larger group).

[F78(2A) That information need not be given if the company's investment in the subsidiary undertaking is included in the company's accounts by way of the equity method of valuation.]

(3) That information need not be given if—

(a)the subsidiary undertaking is not required by any provision of this Order to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Northern Ireland or elsewhere, and

(b)the company's holding is less than 50 per cent. of the nominal value of the shares in the undertaking.

(4) Information otherwise required by this paragraph need not be given if it is not material.

(5) For the purposes of this paragraph the “relevant financial year” of a subsidiary undertaking is—

(a)if its financial year ends with that of the company, that year, and

(b)if not, its financial year ending last before the end of the company's financial year.

Financial years subsidiary undertakingsN.I.

4.  Where—

(a)disclosure is made under paragraph 3(1) with respect to a subsidiary undertaking, and

(b)that undertaking's financial year does not end with that of the company,

there shall be stated in relation to that undertaking the date on which its last financial year ended (last before the end of the company's financial year).

Para. 5 rep. by SR 1997/314

Shares and debentures of company held by subsidiary undertakingsN.I.

6.—(1) The number, description and amount of the shares inF79. . . the company held by or on behalf of its subsidiary undertakings shall be disclosed.

(2) Sub‐paragraph (1) does not apply in relation to sharesF79. . . in the case of which the subsidiary undertaking is concerned as personal representative or, subject as follows, as trustee.

(3) The exception for sharesF79. . . in relation to which the subsidiary undertaking is concerned as trustee does not apply if the company, or any subsidiary undertaking of the company, is beneficially interested under the trust, otherwise than by way of security only for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.

(4) Schedule 2 has effect for the interpretation of the reference in sub‐paragraph (3) to a beneficial interest under a trust.

Significant holdings in undertakings other than subsidiary undertakingsN.I.

7.—(1) The information required by paragraphs 8 and 9 shall be given where at the end of the financial year the company has a significant holding in an undertaking which is not a subsidiary undertaking of the company.

(2) A holding is significant for this purpose if—

(a)it amounts to[F80 20 per cent.] or more of the nominal value of any class of shares in the undertaking, or

(b)the amount of the holding (as stated or included in the company's accounts) exceeds[F80 one‐fifth] of the amount (as so stated) of the company's assets.

8.—(1) The name of the undertaking shall be stated.

(2) There shall be stated—

(a)if the undertaking is incorporated outside Northern Ireland, the country in which it is incorporated;

(b)if it is unincorporated, the address of its principal place of business.

(3) There shall also be stated—

(a)the identity of each class of shares in the undertaking held by the company, and

(b)the proportion of the nominal value of the shares of that class represented by those shares.

9.—(1) F81. . . ,there shall also be stated—

(a)the aggregate amount of the capital and reserves of the undertaking as at the end of its relevant financial year, and

(b)its profit or loss for that year.

(2) That information need not be given if—

(a)the company is exempt by virtue of Article 236 from the requirement to prepare group accounts (parent company included in accounts of larger group), and

(b)the investment of the company in all undertakings in which it has such a holding as is mentioned in sub‐paragraph (1) is shown, in aggregate, in the notes to the accounts by way of the equity method of valuation.

(3) That information need not be given in respect of an undertaking if—

(a)the undertaking is not required by any provision of this Order to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Northern Ireland or elsewhere, and

(b)the company's holding is less than 50 per cent. of the nominal value of the shares in the undertaking.

(4) Information otherwise required by this paragraph need not be given if it is not material.

(5) For the purposes of this paragraph the “relevant financial year” of an undertaking is—

(a)if its financial year ends with that of the company, that year, and

(b)if not, its financial year ending last before the end of the company's financial year.

Membership of certain undertakingsN.I.

9A.—(1) The information required by this paragraph shall be given where at the end of the financial year the company is a member of a qualifying undertaking.

(2) There shall be stated—

(a)the name and legal form of the undertaking, and

(b)the address of the undertaking's registered office (whether in or outside Northern Ireland) or, if it does not have such an office, its head office (whether in or outside Northern Ireland).

(3) Information otherwise required by sub-paragraph (2) need not be given if it is not material.

(4) In this paragraph—

• “member”, “qualifying company” and “qualifying partnership” have the same meanings as in the Partnerships and Unlimited Companies (Accounts) Regulations (Northern Ireland) 1994.

• “qualifying undertaking” means a qualifying partnership or a qualifying company.

N.I.

Para. 10 rep. by SR 1997/314

Parent undertaking drawing up accounts for larger groupN.I.

11.—(1) Where the company is a subsidiary undertaking, the following information shall be given with respect to the parent undertaking of—

(a)the largest group of undertakings for which group accounts are drawn up and of which the company is a member, and

(b)the smallest such group of undertakings.

(2) The name of the parent undertaking shall be stated.

(3) There shall be stated—

(a)if the undertaking is incorporated outside Northern Ireland, the country in which it is incorporated;

(b)if it is unincorporated, the address of its principal place of business.

(4) If copies of the group accounts referred to in sub‐paragraph (1) are available to the public, there shall also be stated the addresses from which copies of the accounts can be obtained.

Identification of ultimate parent companyN.I.

12.—(1) Where the company is a subsidiary undertaking, the following information shall be given with respect to the company (if any) regarded by the directors as being the company's ultimate parent company.

(2) The name of that company shall be stated.

(3) If known to the directors, there shall be stated, if that company is incorporated outside Northern Ireland, the country in which it is incorporated.

(4) In this paragraph “company” includes any body corporate.

Constructions of references to shares held by companyN.I.

13.—(1) References in this Part to shares held by a company shall be construed as follows.

(2) For the purposes of[F82 paragraphs 2 to 4] (information about subsidiary undertakings)—

(a)there shall be attributed to the company any shares held by a subsidiary undertaking, or by a person acting on behalf of the company or a subsidiary undertaking; but

(b)there shall be treated as not held by the company any shares held on behalf of a person other than the company or a subsidiary undertaking.

(3) For the purposes of paragraphs 7 to 9 (information about undertakings other than subsidiary undertakings)—

(a)there shall be attributed to the company shares held on its behalf by any person; but

(b)there shall be treated as not held by a company shares held on behalf of a person other than the company.

(4) For the purposes of any of those provisions, shares held by way of security shall be treated as held by the person providing the security—

(a)where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in accordance with his instructions, and

(b)where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in his interests.

PART IIN.I.COMPANIES REQUIRED TO PREPARE GROUP ACCOUNTS

IntroductoryN.I.

14.  In this Part “the group” means the group consisting of the parent company and its subsidiary undertakings.

Subsidiary undertakingsN.I.

15.—(1) The following information shall be given with respect to the undertakings which are subsidiary undertakings of the parent company at the end of the financial year.

(2) The name of each undertaking shall be stated.

(3) There shall be stated—

(a)if the undertaking is incorporated outside Northern Ireland, the country in which it is incorporated;

(b)if it is unincorporated, the address of its principal place of business.

(4) It shall also be stated whether the subsidiary undertaking is included in the consolidation and, if it is not, the reasons for excluding it from consolidation shall be given.

(5) It shall be stated with respect to each subsidiary undertaking by virtue of which of the conditions specified in Article 266(2) or (4) it is a subsidiary undertaking of its immediate parent undertaking.

Holdings in subsidiary undertakingsN.I.

16.—(1) The following information shall be given with respect to the shares of a subsidiary undertaking held—

(a)by the parent company, and

(b)by the group;

and the information under heads (a) and (b) shall (if different) be shown separately.

(2) There shall be stated—

(a)the identity of each class of shares held, and

(b)the proportion of the nominal value of the shares of that class represented by those shares.

Financial information about subsidiary undertakings not included in the consolidationN.I.

17.—(1) There shall be shown with respect to each subsidiary undertaking not included in the consolidation—

(a)the aggregate amount of its capital and reserves as at the end of its relevant financial year, and

(b)its profit or loss for that year.

(2) That information need not be given if the group's investment in the undertaking is included in the accounts by way of the equity method of valuation or if—

(a)the undertaking is not required by any provision of this Order to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Northern Ireland or elsewhere, and

(b)the holding of the group is less than 50 per cent. of the nominal value of the shares in the undertaking.

(3) Information otherwise required by this paragraph need not be given if it is not material.

(4) For the purposes of this paragraph the “relevant financial year” of a subsidiary undertaking is—

(a)if its financial year ends with that of the company, that year, and

(b)if not, its financial year ending last before the end of the company's financial year.

N.I.

Paras. 18, 19 rep. by SR 1997/314

Shares and debentures of company held by subsidiary undertakingsN.I.

20.—(1) The number, description and amount of the shares inF83. . . the company held by or on behalf of its subsidiary undertakings shall be disclosed.

(2) Sub‐paragraph (1) does not apply in relation to sharesF83. . . in the case of which the subsidiary undertaking is concerned as personal representative or, subject as follows, as trustee.

(3) The exception for sharesF83. . . in relation to which the subsidiary undertaking is concerned as trustee does not apply if the company or any of its subsidiary undertakings is beneficially interested under the trust, otherwise than by way of security only for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.

(4) Schedule 2 has effect for the interpretation of the reference in sub‐paragraph (3) to a beneficial interest under a trust.

Joint venturesN.I.

21.—(1) The following information shall be given where an undertaking is dealt with in the consolidated accounts by the method of proportional consolidation in accordance with paragraph 19 of Schedule 4A (joint ventures)—

(a)the name of the undertaking;

(b)the address of the principal place of business of the undertaking;

(c)the factors on which joint management of the undertaking is based; and

(d)the proportion of the capital of the undertaking held by undertakings included in the consolidation.

(2) Where the financial year of the undertaking did not end with that of the company, there shall be stated the date on which a financial year of the undertaking last ended before that date.

Associated undertakingsN.I.

22.—(1) The following information shall be given where an undertaking included in the consolidation has an interest in an associated undertaking.

(2) The name of the associated undertaking shall be stated.

(3) There shall be stated—

(a)if the undertaking is incorporated outside Northern Ireland, the country in which it is incorporated;

(b)if it is unincorporated, the address of its principal place of business.

(4) The following information shall be given with respect to the shares of the undertaking held—

(a)by the parent company, and

(b)by the group;

and the information under heads (a) and (b) shall be shown separately.

(5) There shall be stated—

(a)the identity of each class of shares held, and

(b)the proportion of the nominal value of the shares of that class represented by those shares.

(6) In this paragraph “associated undertaking” has the meaning given by paragraph 20 of Schedule 4A; and the information required by this paragraph shall be given notwithstanding that paragraph 22(3) of that Schedule (materiality) applies in relation to the accounts themselves.

Other significant holdings of parent company or groupN.I.

23.—(1) The information required by paragraphs 24 and 25 shall be given where at the end of the financial year the parent company has a significant holding in an undertaking which is not one of its subsidiary undertakings and does not fall within paragraph 21 (joint ventures) or paragraph 22 (associated undertakings).

(2) A holding is significant for this purpose if—

(a)it amounts to[F84 20 per cent.] or more of the nominal value of any class of shares in the undertaking, or

(b)the amount of the holding (as stated or included in the company's individual accounts) exceeds[F84 one‐fifth] of the amount of its assets (as so stated).

24.—(1) The name of the undertaking shall be stated.

(2) There shall be stated—

(a)if the undertaking is incorporated outside Northern Ireland, the country in which it is incorporated;

(b)if it is unincorporated, the address of its principal place of business.

(3) The following information shall be given with respect to the shares of the undertaking held by the parent company.

(4) There shall be stated—

(a)the identity of each class of shares held, and

(b)the proportion of the nominal value of the shares of that class represented by those shares.

25.—(1) F85. . . there shall also be stated—

(a)the aggregate amount of the capital and reserves of the undertaking as at the end of its relevant financial year, and

(b)its profit or loss for that year.

(2) That information need not be given in respect of an undertaking if—

(a)the undertaking is not required by any provision of this Order to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Northern Ireland or elsewhere, and

(b)the company's holding is less than 50 per cent. of the nominal value of the shares in the undertaking.

(3) Information otherwise required by this paragraph need not be given if it is not material.

(4) For the purposes of this paragraph the “relevant financial year” of an undertaking is—

(a)if its financial year ends with that of the company, that year, and

(b)if not, its financial year ending last before the end of the company's financial year.

26.—(1) The information required by paragraphs 27 and 28 shall be given where at the end of the financial year the group has a significant holding in an undertaking which is not a subsidiary undertaking of the parent company and does not fall within paragraph 21 (joint ventures) or paragraph 22 (associated undertakings).

(2) A holding is significant for this purpose if—

(a)it amounts to[F86 20 per cent.] or more of the nominal value of any class of shares in the undertaking, or

(b)the amount of the holding (as stated or included in the group accounts) exceeds[F86 one‐fifth] of the amount of the group's assets (as so stated).

27.—(1) The name of the undertaking shall be stated.

(2) There shall be stated—

(a)if the undertaking is incorporated outside Northern Ireland, the country in which it is incorporated;

(b)if it is unincorporated, the address of its principal place of business.

(3) The following information shall be given with respect to the shares of the undertaking held by the group.

(4) There shall be stated—

(a)the identity of each class of shares held, and

(b)the proportion of the nominal value of the shares of that class represented by those shares.

28.—(1) F87. . . there shall also be stated—

(a)the aggregate amount of the capital and reserves of the undertaking as at the end of its relevant financial year, and

(b)its profit or loss for that year.

(2) That information need not be given if—

(a)the undertaking is not required by any provision of this Order to deliver a copy of its balance sheet for its relevant financial year and does not otherwise publish that balance sheet in Northern Ireland or elsewhere, and

(b)the holding of the group is less than 50 per cent. of the nominal value of the shares in the undertaking.

(3) Information otherwise required by this paragraph need not be given if it is not material.

(4) For the purposes of this paragraph the “relevant financial year” of an undertaking is—

(a)if its financial year ends with that of the parent company, that year, and

(b)if not, its financial year ending last before the end of the parent company's financial year.

Parent company's or group's membership of certain undertakingsN.I.

28A.—(1) The information required by this paragraph shall be given where at the end of the financial year the parent company or group is a member of a qualifying undertaking.

(2) There shall be stated—

(a)the name and legal form of the undertaking, and

(b)the address of the undertaking's registered office (whether in or outside Northern Ireland) or, if it does not have such an office, its head office (whether in or outside Northern Ireland).

(3) Information otherwise required by sub‐paragraph (2) need not be given if it is not material.

(4) In this paragraph—

• “member”, “qualifying company” and “qualifying partnership” have the same meanings as in the Partnerships and Unlimited Companies (Accounts) Regulations (Northern Ireland) 1994.

• “qualifying undertaking” means a qualifying partnership or a qualifying company.

N.I.

Para. 29 rep. by SR 1997/314

Parent undertaking drawing up accounts for larger groupN.I.

30.—(1) Where the parent company is itself a subsidiary undertaking, the following information shall be given with respect to that parent undertaking of the company which heads—

(a)the largest group of undertakings for which group accounts are drawn up and of which that company is a member, and

(b)the smallest such group of undertakings.

(2) The name of the parent undertaking shall be stated.

(3) There shall be stated—

(a)if the undertaking is incorporated outside Northern Ireland, the country in which it is incorporated;

(b)if it is unincorporated, the address of its principal place of business.

(4) If copies of the group accounts referred to in sub‐paragraph (1) are available to the public, there shall also be stated the addresses from which copies of the accounts can be obtained.

Identification of ultimate parent companyN.I.

31.—(1) Where the parent company is itself a subsidiary undertaking, the following information shall be given with respect to the company (if any) regarded by the directors as being that company's ultimate parent company.

(2) The name of that company shall be stated.

(3) If known to the directors, there shall be stated, if that company is incorporated outside Northern Ireland, the country in which it is incorporated.

(4) In this paragraph “company” includes any body corporate.

Construction of references to shares held by parent company or groupN.I.

32.—(1) References in this Part to shares held by the parent company or the group shall be construed as follows.

(2) For the purposes of paragraphs 16, 22(4) and (5) and 23 to 25 (information about holdings in subsidiary and other undertakings)—

(a)there shall be attributed to the parent company shares held on its behalf by any person; but

(b)there shall be treated as not held by the parent company shares held on behalf of a person other than the company.

(3) References to shares held by the group are to any shares held by or on behalf of the parent company or any of its subsidiary undertakings; but there shall be treated as not held by the group any shares held on behalf of a person other than the parent company or any of its subsidiary undertakings.

(4) Shares held by way of security shall be treated as held by the person providing the security—

(a)where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in accordance with his instructions, and

(b)where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights attached to the shares are exercisable only in his interests.

Articles 240, 241, 242

SCHEDULE 6N.I.[F88DISCLOSURE OF INFORMATION: EMOLUMENTS AND OTHER BENEFITS OF DIRECTORS AND OTHERS]

[F89PART I]N.I.[F89CHAIRMAN'S AND DIRECTORS' EMOLUMENTS, PENSIONS AND COMPENSATION FOR LOSS OF OFFICE]

[F90CHAPTER 1]N.I.[F90PROVISIONS APPLYING TO QUOTED AND UNQUOTED COMPANIES]

Aggregate amount of directors' emoluments etc.N.I.

1.—(1) Subject to sub-paragraph (2), the following shall be shown, namely—

(a)the aggregate amount of emoluments paid to or receivable by directors in respect of qualifying services;

(b)the aggregate of the amount of gains made by directors on the exercise of share options;

(c)the aggregate of the following, namely—

(i)the amount of money paid to or receivable by directors under long term incentive schemes in respect of qualifying services; and

(ii)the net value of assets (other than money and share options) received or receivable by directors under such schemes in respect of such services;

(d)the aggregate value of any company contributions paid, or treated as paid, to a pension scheme in respect of directors' qualifying services, being contributions by reference to which the rate or amount of any money purchase benefits that may become payable will be calculated; and

(e)in the case of each of the following, namely—

(i)money purchase schemes; and

(ii)defined benefit schemes,

(2) [F91In the case of a company which is not a quoted company and whose equity share capital is not listed on the market known as AIM]

(a)sub-paragraph (1) shall have effect as if head (b) were omitted and, in head (c)(ii), “assets” did not include shares; and

(b)the number of each of the following (if any) shall be shown, namely—

(i)the directors who exercised share options; and

(ii)the directors in respect of whose qualifying services shares were received or receivable under long term incentive schemes.

(3) In this paragraph “emoluments” of a director—

(a)includes salary, fees and bonuses, sums paid by way of expenses allowances (so far as they are chargeable to United Kingdom income tax) and, subject to head (b), the estimated money value of any other benefits received by him otherwise than in cash; but

(b)does not include any of the following, namely—

(i)the value of any share options granted to him or the amount of any gains made on the exercise of any such options;

(ii)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

(iii)any money or other assets paid to or received or receivable by him under any long term incentive scheme.

(4) In this paragraph “long term incentive scheme” means any agreement or arrangement under which money or other assets may become receivable by a director and which includes one or more qualifying conditions with respect to service or performance which cannot be fulfilled within a single financial year; and for this purpose the following shall be disregarded, namely—

(a)bonuses the amount of which falls to be determined by reference to service or performance within a single financial year;

(b)compensation for loss of office, payments for breach of contract and other termination payments; and

(c)retirement benefits.

(5) In this paragraph—

• “amount”, in relation to a gain made on the exercise of a share option, means the difference between—

  (a)

  the market price of the shares on the day on which the option was exercised; and

  (b)

  the price actually paid for the shares;

• “company contributions”, in relation to a pension scheme and a director, means any payments (including insurance premiums) made, or treated as made, to the scheme in respect of the director by a person other than the director;

• “defined benefits” means retirement benefits payable under a pension scheme which are not money purchase benefits;

• “defined benefit scheme”, in relation to a director, means a pension scheme which is not a money purchase scheme;

• Definition rep. by SR 2005/56

• “money purchase benefits”, in relation to a director, means retirement benefits payable under a pension scheme the rate or amount of which is calculated by reference to payments made, or treated as made, by the director or by any other person in respect of the director and which are not average salary benefits;

• “money purchase scheme”, in relation to a director, means a pension scheme under which all of the benefits that may become payable to or in respect of the director are money purchase benefits;

• “net value”, in relation to any assets received or receivable by a director, means value after deducting any money paid or other value given by the director in respect of those assets;

• [F92“the official list” has the meaning given in section 103(1) of the Financial Services and Markets Act 2000;]

• “qualifying services”, in relation to any person, means his services as a director of the company, and his services while director of the company—

  (a)

  as director of any of its subsidiary undertakings; or

  (b)

  otherwise in connection with the management of the affairs of the company or any of its subsidiary undertakings;

• [F92“recognised investment exchange” has the same meaning as in the Financial Services and Markets Act 2000;]

• “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 Article 198(1);

• “share option” means a right to acquire shares;

• “value”, in relation to shares received or receivable by a director on any day, means the market price of the shares on that day.

(6) For the purposes of this paragraph—

(a)any information, other than the aggregate amount of gains made by directors on the exercise of share options, shall be treated as shown if it is capable of being readily ascertained from other information which is shown; and

(b)emoluments paid or receivable or share options granted in respect of a person's accepting office as a director shall be treated as emoluments paid or receivable or share options granted in respect of his services as a director.

(7) Where a pension scheme provides for any benefits that may become payable to or in respect of any director to be whichever are the greater of—

(a)money purchase benefits as determined by or under the scheme; and

(b)defined benefits as so determined;

the company may assume for the purposes of this paragraph that those benefits will be money purchase benefits, or defined benefits, according to whichever appears more likely at the end of the financial year.

(8) For the purpose of determining whether a pension scheme is a money purchase or defined benefit scheme, any death in service benefits provided for by the scheme shall be disregarded.

[F93CHAPTER II]N.I.[F93PROVISIONS APPLYING ONLY TO UNQUOTED COMPANIES]

Details of highest paid director's emoluments etc.N.I.

2.—(1) Where the aggregates shown under paragraph 1(1)(a), (b) and (c) total ÿ£200,000 or more, the following shall be shown, namely—

(a)so much of the total of those aggregates as is attributable to the highest paid director; and

(b)so much of the aggregate mentioned in paragraph 1(1)(d) as is so attributable.

(2) Where sub-paragraph (1) applies and the highest paid director has performed qualifying services during the financial year by reference to which the rate or amount of any defined benefits that may become payable will be calculated, there shall also be shown—

(a)the amount at the end of the year of his accrued pension; and

(b)where applicable, the amount at the end of the year of his accrued lump sum.

(3) Subject to sub-paragraph (4), where sub-paragraph (1) applies in the case of a company which is not a listed company, there shall also be shown—

(a)whether the highest paid director exercised any share options; and

(b)whether any shares were received or receivable by that director in respect of qualifying services under a long term incentive scheme.

(4) Where the highest paid director has not been involved in any of the transactions specified in sub-paragraph (3), that fact need not be stated.

(5) In this paragraph—

• “accrued pension” and “accrued lump sum”, in relation to any pension scheme and any director, mean respectively the amount of the annual pension, and the amount of the lump sum, which would be payable under the scheme on his attaining normal pension age if—

  (a)

  he had left the company's services at the end of the financial year;

  (b)

  there were no increase in the general level of prices in Northern Ireland during the period beginning with the end of that year and ending with his attaining that age;

  (c)

  no question arose of any commutation of the pension or inverse commutation of the lump sum; and

  (d)

  any amounts attributable to voluntary contributions paid by the director to the scheme, and any money purchase benefits which would be payable under the scheme, were disregarded;

• “the highest paid director” means the director to whom is attributable the greatest part of the total of the aggregates shown under paragraph 1(1)(a), (b) and (c);

• “normal pension age”, in relation to any pension scheme and any director, means the age at which the director will first become entitled to receive a full pension on retirement of an amount determined without reduction to take account of its payment before a later age (but disregarding any entitlement to pension upon retirement in the event of illness, incapacity or redundancy).

(6) Sub-paragraphs (4) to (8) of paragraph 1 apply for the purposes of this paragraph as they apply for the purpose of that paragraph.

Excess retirement benefits of directors and past directorsN.I.

7.—(1) Subject to sub-paragraph (2) there shall be shown the aggregate amount of—

(a)so much of retirement benefits paid to or receivable by directors under pension schemes; and

(b)so much of retirement benefits paid to or receivable by past directors under such schemes,

as (in each case) is in excess of the retirement benefits to which they were respectively entitled on the date on which the benefits first became payable or 16th February 1998, whichever is the later.

(2) Amounts paid or receivable under a pension scheme need not be included in the aggregate amount if—

(a)the funding of the scheme was such that the amounts were or, as the case may be, could have been paid without recourse to additional contributions; and

(b)amounts were paid to or receivable by all pensioner members of the scheme on the same basis;

and in this sub-paragraph “pensioner member”, in relation to a pension scheme, means any person who is entitled to the present payment of retirement benefits under the scheme.

(3) In this paragraph—

(a)references to retirement benefits include benefits otherwise than in cash; and

(b)in relation to so much of retirement benefits as consists of a benefit otherwise than in cash, references to their amount are to the estimated money value of the benefit;

and the nature of any such benefit shall also be disclosed.

Compensation to directors for loss of officeN.I.

8.—(1) There shall be shown the aggregate amount of any compensation to directors or past directors in respect of loss of office.

(2) This amount includes compensation received or receivable by a director or past director 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's affairs, or

(ii)any office as director or otherwise in connection with the management of the affairs of any subsidiary undertaking of the company;

F94. . .

(3) References to compensation include benefits otherwise than in cash; and in relation to such compensation references to its amount are to the estimated money value of the benefit.

[F94(4) In this paragraph, references to compensation for loss of office include the following, namely—

(a)compensation in consideration for, or in connection with, a person's retirement from office; and

(b)where such a retirement is occasioned by a breach of the person's contract with the company or with a subsidiary undertaking of the company—

(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.

(5) Sub-paragraph (6)(a) of paragraph 1 applies for the purposes of this paragraph as it applies for the purposes of that paragraph.]

Sums paid to third parties in respect of directors' servicesN.I.

9.—(1) There shall be shown the aggregate amount of any consideration paid to or receivable by third parties for making available the services of any person—

(a)as a director of the company, or

(b)while director of the company—

(i)as director of any of its subsidiary undertakings, or

(ii)otherwise in connection with the management of the affairs of the company or any of its subsidiary undertakings.

(2) The reference to consideration includes benefits otherwise than in cash; and in relation to such consideration the reference to its amount is to the estimated money value of the benefit.

(3) The reference to third parties is to persons other than—

(a)the director himself or a person connected with him or body corporate controlled by him, and

(b)the company or any of its subsidiary undertakings.

SupplementaryN.I.

10.—(1) The following applies with respect to the amounts to be shown under[F95 this Part].

(2) The amount in each case includes all relevant sums paid by or receivable from—

(a)the company; and

(b)the company's subsidiary undertakings; and

(c)any other person,

except sums to be accounted for to the company or any of its subsidiary undertakings or, by virtue of Articles 322 and 323 (duty of directors to make disclosure on company takeover; consequence of non‐compliance), to past or present members of the company or any of its subsidiaries or any class of those members.

(4)  References to amounts paid to or receivable by a person include amounts paid to or receivable by a person connected with him or a body corporate controlled by him (but not so as to require an amount to be counted twice).

11.—(1) The amounts to be shown for any financial year under[F96 this Part] are the sums receivable in respect of that year (whenever paid) or, in the case of sums not receivable in respect of a period, the sums paid during that year.

(2) But where—

(a)any sums are not shown in a note to the accounts for the relevant financial year on the ground that the person receiving them is liable to account for them as mentioned in paragraph 10(2), but the liability is thereafter wholly or partly released or is not enforced within a period of 2 years; or

(b)any sums paid by way of expenses allowance are charged to United Kingdom income tax after the end of the relevant financial year,

those sums shall, to the extent to which the liability is released or not enforced or they are charged as mentioned above (as the case may be), be shown in a note to the first accounts in which it is practicable to show them and shall be distinguished from the amounts to be shown apart from this provision.

12.  Where it is necessary to do so for the purpose of making any distinction required by the preceding paragraphs in an amount to be shown in compliance with this Part, the directors may apportion any payments between the matters in respect of which these have been paid or are receivable in such manner as they think appropriate.

InterpretationN.I.

13.—(1) The following applies for the interpretation of this Part.

(2) A reference to a subsidiary undertaking of the company—

(a)in relation to a person who is or was, while a director of the company, a director also, by virtue of the company's nomination (direct or indirect) of any other undertaking, includes (subject to the following head) that undertaking, whether or not it is or was in fact a subsidiary undertaking of the company, and

(b)for the purposes of paragraphs 1 to 7F97. . . is to an undertaking which is a subsidiary undertaking at the time the services were rendered, and for the purposes of paragraph 8 to a subsidiary undertaking immediately before the loss of office as director.

[F97(3) The following definitions apply—

(a)“pension scheme” has the meaning assigned to “retirement benefits scheme” by section 611 of the Income and Corporation Taxes Act 1988;

(b)“retirement benefits” has the meaning assigned to “relevant benefits” by section 612(1) of that Act.]

(4) References in this Part to a person being “connected” with a director, and to a director “controlling” a body corporate, shall be construed in accordance with Article 354.

SupplementaryN.I.

14.  This Part requires information to be given only so far as it is contained in the company's books and papers or the company has the right to obtain it from the persons concerned.

[F98PART II]N.I.[F98LOANS, QUASI‐LOANS AND OTHER DEALINGS IN FAVOUR OF DIRECTORS]

[F9915.]  [F99The group accounts of a holding company, or if it is not required to prepare group accounts its individual accounts,] shall contain the particulars required by this Schedule of—

(a)any transaction or arrangement of a kind described in Article 338 entered into by the company or by a subsidiary of the company for a person who at any time during the financial year was a director of the company or its holding company, or was connected with such a director;

(b)an agreement by the company or by a subsidiary of the company to enter into any such transaction or arrangement for a person who was at any time during the financial year a director of the company or its holding company, or was connected with such a director; and

(c)any other transaction or arrangement with the company or a subsidiary of it in which a person who at any time during the financial year was a director of the company or its holding company had, directly or indirectly, a material interest.

[F10016.]  The accounts prepared by a company other than a holding company shall contain the particulars required by this Schedule of—

(a)any transaction or arrangement of a kind described in Article 338 entered into by the company for a person who at any time during the financial year was a director of it or of its holding company, or was connected with such a director;

(b)an agreement by the company to enter into any such transaction or arrangement for a person who at any time during the financial year was a director of the company or its holding company or was connected with such a director; and

(c)any other transaction or arrangement with the company in which a person who at any time during the financial year was a director of the company or its holding company had, directly or indirectly, a material interest.

[F10117.]—(1) For the purposes of paragraphs[F101 15(c)] and[F101 16(c)], a transaction or arrangement between a company and a director of it or of its holding company, or a person connected with such a director, is to be treated (if it would not otherwise be so) as a transaction, arrangement or agreement in which that director is interested.

(2) An interest in such a transaction or arrangement is not “material” for the purposes of paragraphs[F101 15(c)] and[F101 16(c)] if in the board's opinion it is not so; but this is without prejudice to the question whether or not such an interest is material in a case where the board have not considered the matter.

[F10218.]  Paragraphs[F102 15] and[F102 16] do not apply in relation to the following transactions, arrangements and agreements—

(a)a transaction, arrangement or agreement between one company and another in which a director of the former or of its subsidiary or holding company is interested only by virtue of his being a director of the latter;

(b)a contract of service between a company and one of its directors or a director of its holding company, or between a director of a company and any of that company's subsidiaries;

(c)a transaction, arrangement or agreement which was not entered into during the financial year and which did not subsist at any time during that year.

[F10319.]  Paragraphs[F103 15] and[F103 16] apply whether or not—

(a)the transaction or arrangement was prohibited by Article 338;

(b)the person for whom it was made was a director of the company or was connected with a director of it at the time it was made;

(c)in the case of a transaction or arrangement made by a company which at any time during a financial year is a subsidiary of another company, it was a subsidiary of that other company at the time the transaction or arrangement was made.

[F10420.]  Neither paragraph[F104 15(c)] nor paragraph[F104 16(c)] applies in relation to any transaction or arrangement if—

(a)each party to the transaction or arrangement which is a member of the same group of companies (meaning a holding company and its subsidiaries) as the company entered into the transaction or arrangement in the ordinary course of business, and

(b)the terms of the transaction or arrangement are not less favourable to any such party than it would be reasonable to expect if the interest mentioned in either of those paragraphs had not been an interest of a person who was a director of the company or of its company.

[F10521.]  Neither paragraph[F105 15(c)] nor paragraph[F105 16(c)] applies in relation to any transaction or arrangement if—

(a)the company is a member of a group of companies (meaning a holding company and its subsidiaries), and

(b)either the company is a wholly-owned subsidiary or no body corporate (other than the company or a subsidiary of the company) which is a member of the group of companies which includes the company's ultimate holding company was a party to the transaction or arrangement, and

(c)the director in question was at some time during the relevant period associated with the company, and

(d)the material interest of the director in question in the transaction or arrangement would not have arisen if he had not been associated with the company at any time during the relevant period.

[F106The particulars required by this Part]N.I.

[F10622.]—(1) Subject to paragraph[F106 23], the particulars by this Part are those of the principal terms of the transaction, arrangement or agreement.

(2) Without prejudice to the generality of sub-paragraph (1), the following particulars are required—

(a)a statement of the fact either that the transaction, arrangement or agreement was made or subsisted (as the case may be) during the financial year;

(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 a case where paragraph[F106 15(c)] nor paragraph[F106 16(c)] 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 Article 338(6) or (7) 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 to the financial year;

(ii)the maximum amount of that liability during that year;

(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 4) 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 on it;

(e)in the case of a guarantee or security or an arrangement within Article 338(6) 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;

(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 transaction, arrangement or agreement, other than those mentioned in heads (d) and (e) 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.

[F10723.]  In paragraph[F107 22(2)], heads (c) to (f) do not apply in the case of a loan or quasi-loan made or agreed to be made by a company to or for a body corporate which is either—

(a)a body corporate of which that company is a wholly-owned subsidiary,or

(b)a wholly-owned subsidiary of a body corporate of which that company is a wholly-owned subsidiary, or

(c)a wholly-owned subsidiary of that company,

if particulars of that loan, quasi-loan or agreement for it would not have been required to be included in that company's annual accounts if the first-mentioned body corporate had not been associated with a director of that company at any time during the relevant period.

[F108Excluded transactions]N.I.

[F10824.]—(1) In relation to a company's accounts for a financial year, compliance with this Part is not required in the case of transactions of a kind mentioned in sub-paragraph (2) which are made by the company or a subsidiary of it for a person who at any time during that financial year was a director of the company or of its holding company, or was connected with such a director, if the aggregate of the values of each transaction, arrangement or agreement so made for that director or any person connected with him, less the amount (if any) by which the liabilities of the person for whom the transaction or arrangement was made has been reduced, did not at any time during the financial year exceed £5,000.

(2) The transactions in question are—

(a)credit transactions,

(b)guarantees provided or securities entered into in connection with credit transactions,

(c)arrangements within Article 338(6) or (7) relating to credit transactions, and

(d)agreements to enter into credit transactions.

[F10925.]  In relation to a company's accounts for a financial year, compliance with this Part is not required by virtue of paragraph[F109 15(c)] or[F109 16(c)] in the case of any transaction or arrangement with a company or any of its subsidiaries in which a director of the company or its holding company had, directly or indirectly, a material interest if—

(a)the value of each transaction or arrangement within paragraph[F109 15(c)] or[F109 16(c)] (as the case may be) in which that director had (directly or indirectly) a material interest and which was made after the commencement of the financial year with the company or any of its subsidiaries, and

(b)the value of each transaction or arrangement which was made before the commencement of the financial year less the amount (if any) by which the liabilities of the person for whom the transaction or arrangement was made have been reduced,

did not at any time during the financial year exceed in the aggregate £1,000 or. if more, did not exceed £5,000 or one per cent. of the value of the net assets of the company preparing the accounts in question as at the end of the financial year, whichever is the less.

For this purpose a company's net assets are the aggregate of its assets less the aggregate of its liabilities ( “liabilities” to include any[F110 provision for liabilities] within paragraph 88 of Schedule 4[F110 that is made in Companies Order accounts and any provision that is made in IAS accounts.] ).

[F11126.]  Article 353 (power of Department to alter sums by order subject to negative resolution) applies as if the money sums specified in paragraph[F111 24] or[F111 25] were specified in Part XI of this Order.

InterpretationN.I.

[F11227.]—[F112(1)] The following provisions apply for the purposes of this Part—

(a)Article 339(2),F113. . . and[F113 (6)] as regards the meaning of “guarantee”,F113. . . and “credit transaction”;

(b)Article 339(8), as to the interpretation of references to a transaction or arrangement being made “for” a person;

(c)Article 348, in assigning values to transactions and arrangements, and

(d)Article 354, as to the interpretation of references to a person being “connected with ” a director of a company.

[F112(2) In this Part “director” includes a shadow director.]

[F114PART III]N.I.[F114OTHER TRANSACTIONS, ARRANGEMENTS AND AGREEMENTS]

[F11528.]  This Part applies in relation to the following classes of transactions, arrangements and agreements—

(a)loans, guarantees and securities relating to loans, arrangements of a kind described in paragraph (6) or (7) of Article 338 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 either of those paragraphs relating to quasi-loans and agreements to enter into any of the foregoing transactions and arrangements;

(c)credit transactions, guarantees and securities relating to credit transactions, arrangements of a kind described in either of those paragraphs relating to credit transactions and agreements to enter into any of the foregoing transactions and arrangements.

[F11629.]—(1) To comply with this Part, the accounts must contain a statement, in relation to transactions, arrangements and agreements[F116 made by the company or a subsidiary of it for persons who at any time during the financial year were officers of the company (but not directors or shadow directors)], of—

(a)the aggregate amounts outstanding at the end of the financial year under transactions, arrangements and agreements within sub-paragraphs (a), (b) and (c) respectively of paragraph[F116 28], and

(b)the numbers of officers for whom the transactions, arrangements and agreements falling within each of those sub-paragraphs were made.

(2) This paragraph does not apply to transactions, arrangements and agreements made by the company or any of its subsidiaries for an officer of the company if the aggregate amount outstanding at the end of the financial year under the transactions, arrangements and agreements so made for that officer does not exceed £2,500.

(3) Article 353 (power of Department to alter money sums by order subject to negative resolution) applies as if the money sum specified in this paragraph were specified in Part XI of this Order.

[F11730.]  The following provisions apply for the purposes of this Part—

(a)Article 339(2), (3),F118. . . and[F118 (6)], as regards the meaning of “guarantee”, “quasi-loan”,F118. . . and “credit transaction”, and

(b)Article 339(8), as to the interpretation of references to a transaction or arrangement being made “for” a person;

and “amount outstanding” means the amount of the outstanding liabilities of the person for whom the transaction, arrangement or agreement was made or, in the case of a guarantee or security, the amount guaranteed or secured.

Article 243

SCHEDULE 7N.I.MATTERS TO BE DEALT WITH IN DIRECTORS' REPORT

PART IN.I.MATTERS OF A GENERAL NATURE

Asset valuesN.I.

(2) If, in the case of[F119 such of the fixed assets of the companyF120. . . ] as consist in interests in land, their market value (as at the end of the financial year) differs substantially from the amount at which they are included in the balance sheet, and the difference is, in the director's opinion, of such significance as to require that the attention of members of the company or of holders of its debentures should be drawn to it, the report shall indicate the difference with such degree of precision as is practicable.

[F120(3) In relation to a group directors' report sub‐paragraph (2) has effect as if the reference to the fixed assets of the company was a reference to the fixed assets of the company and its subsidiary undertakings included in the consolidation.]

Directors' interestsN.I.

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—

(a)“the register” means the register of directors' interests kept by the company under Article 333; and

(b)references to a body corporate being in the same group as the company are to its being a subsidiary 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—

(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 became one) interested in shares in or debentures of the company or any other body corporate in the same group, and

(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 Article 332, and references to the interest of a director include any interest falling to be treated as his for the purposes of that Article.

(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.

(2) 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[F121, civil partner] and infant children; and for this purpose “children” includes step‐children.

(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.

Political and charitable giftsN.I.

3.—(1) The following applies if the company (not being the wholly-owned subsidiary of a company incorporated in Northern Ireland) has in the financial year given money for political purposes or charitable purposes or both.

(2) If the money given exceeded £200 in amount, there shall be contained in the directors' report for the year—

(a)in the case of each of the purposes for which money has been given, a statement of the amount of money given for that purpose, and

(b)in the case of political purposes for which money has been given, the following particulars (so far as applicable)—

(i)the name of each person to whom money has been given for those purposes exceeding £200 in amount and the amount of money given,

(ii)if money exceeding £200 in amount has been given by way of donation or subscription to a political party, the identity of the party and the amount of money given.

4.—(1) Paragraph 3 does not apply to a company which, at the end of the financial year, has subsidiaries which have, in that year, given money as mentioned in that paragraph, but is not itself the wholly-owned subsidiary of a company incorporated in Northern Ireland.

(2) But in such a case there shall (if the amount of money so given in that year by the company and the subsidiaries between them exceeds £200) be contained in the director's report for the year—

(a)in the case of each of the purposes for which money has been given by the company and the subsidiaries between them, a statement of the amount of money given for that purpose, and

(b)in the case of political purposes for which money has been given, the like particulars (so far as applicable) as are required by paragraph 3.

5.—(1) This paragraph applies for the interpretation of paragraphs 3 and 4.

(2) A company is to be treated as giving money for political purpose if, directly or indirectly—

(a)it gives a donation or subscription to a political party of the United Kingdom or any part of it; or

(b)it give a donation or subscription to a person who, to the company's knowledge, is carrying on, or proposing to carry on, any activities which can, at the time at which the donation or subscription was given, reasonably be regarded as likely to affect public support for such a political party as is mentioned in head (a).

(3) Money given for charitable purposes to a person who, when it was given, was ordinarily resident outside the United Kingdom is to be left outs of account.

(4) “Charitable purposes” means purposes which are exclusively charitable.

Para. 5A rep. by SR 1997/314

MiscellaneousN.I.

6.—[F122(1)] The directors' report shall contain—

(a)particulars of any important event affecting the companyF122. . . which have occurred since the end of the financial year,

(b)an indication of likely future developments in the business of the companyF122. . . ,F123. . .

(c)an indication of the activities (if any) of the companyF122. . . in the field of research and development[F123 and]

[F123(d)(unless the company is an unlimited company) an indication of the existence of branches (as defined in Article 648(2)) of the company outside the United Kingdom.]

.

[F122(2) In relation to a group directors' report heads (a), (b) and (c) of sub‐paragraph (1) have effect as if the references to the company were references to the company and its subsidiary undertakings included in the consolidation.]

PART IIN.I.DISCLOSURE REQUIRED BY COMPANY ACQUIRING ITS OWN SHARES, ETC.

7.  This Part applies where shares in a company—

(a)are purchased by the company or are acquired by it by forfeiture or surrender in lieu of forfeiture, or in pursuance of Article 153(3) (acquisition of own shares by limited company),

(b)are acquired by another person in circumstances where Article 156(1) (c) or (d) applies (acquisition by company's nominee, or by another with company financial assistance, the company having a beneficial interest), or

(c)are made subject to a lien or other charge taken (whether expressly or otherwise) by the company and permitted by Article 160(2) or (4), or Article 8(3) of the Consequential Provisions Order (exceptions from general rule against a company having a lien or charge on its own shares).

8.  The directors' report with respect to a financial year shall state—

(a)the number and nominal value of the shares so purchased, the aggregate amount of the consideration paid by the company for such shares and the reasons for their purchase;

(b)the number and nominal value of the shares so acquired by the company, acquired by another person in such circumstances and so charged respectively during the financial year;

(c)the maximum number and nominal value of shares which, having been so acquired by the company, acquired by another person in such circumstances or so charged (whether or not during that year) are held at any time by the company or that other person during that year;

(d)the number and nominal value of the shares so acquired by the company, acquired by another person in such circumstances or so charged (whether or not during that year) which are disposed of by the company or that other person or cancelled by the company during that year;

(e)where the number and nominal value of the shares of any particular description are stated in pursuance of any of the preceding sub-paragraphs, the percentage of the called-up share capital which shares of that description represent;

(f)where any of the shares have been so charged, the amount of the charge in each case; and

(g)where any of the shares have been disposed of by the company or the person who acquired them in such circumstances for money or money's worth, the amount or value of the consideration in each case.

PART IIIN.I.DISCLOSURE CONCERNING EMPLOYMENT, ETC. OF DISABLED PERSONS

9.—(1) This Part applies to the directors' report where the average number of persons employed by the company in each week during the financial year exceeded 250.

(2) That average number is the quotient derived by dividing, by the number of weeks in the financial year, the number derived by ascertaining, in relation to each of those weeks, the number of persons who, under contracts of service, were employed in the week (whether throughout it or not) by the company, and adding up the numbers ascertained.

(3) The directors' report shall in that case contain a statement describing such policy as the company has applied during the financial year—

(a)for giving full and fair consideration to applications for employment by the company made by disabled persons, having regard to their particular aptitudes and abilities,

(b)for continuing the employment of, and for arranging appropriate training for, employees of the company who have become disabled persons during the period when they were employed by the company, and

(c)otherwise for the training, career development and promotion of disabled persons employed by the company.

(4) In this Part—

(a)“employment” means employment other than employment to work wholly or mainly outside the United Kingdom, and

(b)“disabled person” means a disabled person within the meaning of the[F124 Disability Discrimination Act 1995].

Part IVN.I. rep. by SR 1997/314

PART VN.I.EMPLOYEE INVOLVEMENT

11.—(1) This part applies to the director's report where the average number of persons employed by the company in each week during the financial year exceeded 250.

(2) That average number is the quotient derived by dividing by the number of weeks in the financial year the number derived by ascertaining, in relation to each of those weeks, the number of persons who, under contracts of service, were employed in the week (whether throughout it or not) by the company, and adding up the numbers ascertained.

(3) The directors' report shall in that case contain a statement describing the action that has been taken during the financial year to introduce, maintain or develop arrangements aimed at—

(a)providing employees systematically with information on matters of concern to them as employees;

(b)consulting employees or their representatives on a regular basis so that the views of employees can be taken into account in making decisions which are likely to affect their interests;

(c)encouraging the involvement of employees in the company's performance through an employees' share scheme or by some other means;

(d)achieving a common awareness on the part of all employees of the financial and economic factors affecting the performance of the company.

(4) In sub-paragraph (3) “employee” does not include a person employed to work wholly or mainly outside the United Kingdom; and for the purposes of sub-paragraph (2) no regard is to be had to such a person.

Part VIN.I.Policy and Practice on Payment of Creditors

12.—(1) This Part applies to the directors report for a financial year if—

(a)the company was at any time within the financial year a public company, or

(b)the company did not qualify as small or medium-sized in relation to the financial year by virtue of Article 255 and was at any time within the year a member of a group of which the parent company was a public company.

(2) The report shall state, with respect to the next following financial year—

(a)whether in respect of some or all of its suppliers it is the company's policy to follow any code or standard on payment practice and, if so, the name of the code or standard and the place where information about, and copies of, the code or standard can be obtained,

(b)whether in respect of some or all of its suppliers it is the company's policy—

(i)to settle the terms of payment with those suppliers when agreeing the terms of each transaction,

(ii)to ensure that those suppliers are made aware of the terms of payment, and

(iii)to abide by the terms of payment,

(c)where the company's policy is not as mentioned in head (a) or (b) in respect of some or all of its suppliers, what its policy is with respect to the payment of those suppliers;

and if the company's policy is different for different suppliers or classes of suppliers, the report shall identify the suppliers to which the different policies apply. In this sub-paragraph references to the company's suppliers are references to persons who are or may become its suppliers.

(3) The report shall also state the number of days which bears to the number of days in the financial year the same proportion as X bears to Y where—

• X = the aggregate of the amounts which were owed to trade creditors at the end of the year; and

• Y = the aggregate of the amounts in which the company was invoiced by suppliers during the year.

(4) For the purposes of sub-paragraphs (2) and (3) a person is a supplier of the company at any time if—

(a)at that time, he is owed an amount in respect of goods or services supplied, and

(b)that amount would be included under the heading corresponding to item E. 4 (trade creditors) in Format 1 if—

(i)the company's accounts fell to be prepared as at that time,

(ii)those accounts were prepared in accordance with Schedule 4, and

(iii)that Format were adopted.

(5) For the purpose of sub-paragraph (3), the aggregate of the amounts which at the end of the financial year were owed to trade creditors shall be taken to be—

(a)where in the company's accounts Format 1 of the balance sheet formats set out in Part I of Schedule 4 is adopted, the amount shown under the heading corresponding to item E. 4 (trade creditors) in that Format,

(b)where Format 2 is adopted, the amount which, under the heading corresponding to item C. 4 (trade creditors) in that Format, is shown as falling due within one year, and

(c)where the company's accounts are prepared in accordance with Schedule 9 or 9A, the amount which would be shown under the heading corresponding to Item E. 4 (trade creditors) in Format 1 if the company's accounts were prepared in accordance with Schedule 4 and that Format were adopted.

[F125SCHEDULE 7ZAN.I.OPERATING AND FINANCIAL REVIEW]

Review objectiveN.I.

1.  An operating and financial review is a balanced and comprehensive analysis, consistent with the size and complexity of the business, of—

(a) the development and performance of the business of the company during the financial year,

(b) the position of the company at the end of the year,

(c) the main trends and factors underlying the development, performance and position of the business of the company during the financial year, and

(d) the main trends and factors which are likely to affect the company's future development, performance and position,

prepared so as to assist the members of the company to assess the strategies adopted by the company and the potential for those strategies to succeed.

Other general requirementsN.I.

2.  The review must include—

(a) a statement of the business, objectives and strategies of the company;

(b) a description of the resources available to the company;

(c) a description of the principal risks and uncertainties facing the company; and

(d) a description of the capital structure, the treasury policies and objectives and liquidity of the company.

Details of particular mattersN.I.

3.—(1) To the extent necessary to comply with the general requirements of paragraphs 1 and 2, the review must comply with paragraphs 4 to 6.

(2) If the review does not contain information and analysis of each kind mentioned in paragraphs 4 and 5, it must state which of those kinds of information and analysis it does not contain.

4.—(1) The review must include—

(a)information about environmental matters (including the impact of the business of the company on the environment),

(b)information about the company's employees, and

(c)information about social and community issues.

(2) The review must, in particular, include—

(a)information about the policies of the company in each area mentioned in sub‐paragraph (1), and

(b)information about the extent to which those policies have been successfully implemented.

5.  The review must also include—

(a) information about persons with whom the company has contractual or other arrangements which are essential to the business of the company; and

(b) information about receipts from, and returns to, members of the company in respect of shares held by them.

6.—(1) The review must include analysis using financial and, where appropriate, other key performance indicators, including information relating to environmental matters and employee matters.

(2) In sub‐paragraph (1), “key performance indicators” means factors by reference to which the development, performance or position of the business of the company can be measured effectively.

Reference to and explanation of company accountsN.I.

7.  To the extent necessary to comply with the general requirements of paragraphs 1 and 2, the review must, where appropriate, include references to, and additional explanations of, amounts included in the company's annual accounts.

Application of Schedule to group operating and financial reviewN.I.

8.  In relation to a group operating and financial review this Schedule has effect as if the references to the company (other than the last such reference in paragraph 1) were references to the company and its subsidiary undertakings included in the consolidation.

Article 242B]

[F126SCHEDULE 7AN.I.DIRECTORS' REMUNERATION REPORT

PART IN.I.INTRODUCTORY

1.—(1) In the directors' remuneration report for a financial year ( “the relevant financial year”) there shall be shown the information specified in Parts II and III.

(2) Information required to be shown in the report for or in respect of a particular person shall be shown in the report in a manner that links the information to that person identified by name.

PART IIN.I.INFORMATION NOT SUBJECT TO AUDIT

Consideration by the directors of matters relating to directors' remunerationN.I.

2.—(1) If a committee of the company's directors has considered matters relating to the directors' remuneration for the relevant financial year, the directors' remuneration report shall—

(a)name each director who was a member of the committee at any time when the committee was considering any such matter;

(b)name any person who provided to the committee advice, or services, that materially assisted the committee in their consideration of any such matter;

(c)in the case of any such person named under head (b), who is not a director of the company, state—

(i)the nature of any other services that that person has provided to the company during the relevant financial year; and

(ii)whether that person was appointed by the committee.

(2) In sub‐paragraph (1)(b) “person” includes (in particular) any director of the company who does not fall within sub‐paragraph (1)(a).

Statement of company's policy on directors' remunerationN.I.

3.—(1) The directors' remuneration report shall contain a statement of the company's policy on directors' remuneration for the following financial year and for financial years subsequent to that.

(2) The policy statement shall include—

(a)for each director, a detailed summary of any performance conditions to which any entitlement of the director—

(i)to share options, or

(ii)under a long‐term incentive scheme,

is subject;

(b)an explanation as to why any such performance conditions were chosen;

(c)a summary of the methods to be used in assessing whether any such performance conditions are met and an explanation as to why those methods were chosen;

(d)if any such performance condition involves any comparison with factors external to the company—

(i)a summary of the factors to be used in making each such comparison, and

(ii)if any of the factors relates to the performance of another company, of two or more other companies or of an index on which the securities of a company or companies are listed, the identity of that company, of each of those companies or of the index;

(e)a description of, and an explanation for, any significant amendment proposed to be made to the terms and conditions of any entitlement of a director to share options or under a long‐term incentive scheme; and

(f)if any entitlement of a director to share options, or under a long‐term incentive scheme, is not subject to performance conditions, an explanation as to why that is the case.

(3) The policy statement shall, in respect of each director's terms and conditions relating to remuneration, explain the relative importance of those elements which are, and those which are not, related to performance.

(4) The policy statement shall summarise, and explain, the company's policy on—

(a)the duration of contracts with directors, and

(b)notice periods, and termination payments, under such contracts.

(5) In sub‐paragraphs (2) and (3), references to a director are to any person who serves as a director of the company at any time in the period beginning with the end of the relevant financial year and ending with the date on which the directors' remuneration report is laid before the company in general meeting.

Performance graphN.I.

4.—(1) The directors' remuneration report shall—

(a)contain a line graph that shows for each of—

(i)a holding of shares of that class of the company's equity share capital whose listing, or admission to dealing, has resulted in the company falling within the definition of quoted company, and

(ii)a hypothetical holding of shares made up of shares of the same kinds and number as those by reference to which a broad equity market index is calculated,

a line drawn by joining up points plotted to represent, for each of the financial years in the relevant period, the total shareholder return on that holding; and

(b)state the name of the index selected for the purposes of the graph and set out the reasons for selecting that index.

(2) For the purposes of sub‐paragraphs (1) and (4), “relevant period” means the five financial years of which the last is the relevant financial year.

(3) Where the relevant financial year—

(a)is the company's second, third or fourth financial year, sub‐paragraph (2) has effect with the substitution of “ two ”, “ three ” or “ four ” (as the case may be) for “five”; and

(b)is the company's first financial year, “relevant period”, for the purposes of sub‐paragraphs (1) and (4), means the relevant financial year.

(4) For the purposes of sub‐paragraph (1), the “total shareholder” return for a relevant period on a holding of shares must be calculated using a fair method that—

(a)takes as its starting point the percentage change over the period in the market price of the holding;

(b)involves making—

(i)the assumptions specified in sub‐paragraph (5) as to reinvestment of income, and

(ii)the assumption specified in sub‐paragraph (7) as to the funding of liabilities; and

(c)makes provision for any replacement of shares in the holding by shares of a different description;

and the same method must be used for each of the holdings mentioned in sub‐paragraph (1).

(5) The assumptions as to reinvestment of income are—

(a)that any benefit in the form of shares of the same kind as those in the holding is added to the holding at the time the benefit becomes receivable; and

(b)that any benefit in cash, and an amount equal to the value of any benefit not in cash and not falling within head (a), is applied at the time the benefit becomes receivable in the purchase at their market price of shares of the same kind as those in the holding and that the shares purchased are added to the holding at that time.

(6) In sub‐paragraph (5) “benefit” means any benefit (including, in particular, any dividend) receivable in respect of any shares in the holding by the holder from the company of whose share capital the shares form part.

(7) The assumption as to the funding of liabilities is that, where the holder has a liability to the company of whose capital the shares in the holding form part, shares are sold from the holding—

(a)immediately before the time by which the liability is due to be satisfied, and

(b)in such numbers that, at the time of the sale, the market price of the shares sold equals the amount of the liability in respect of the shares in the holding that are not being sold.

(8) In sub‐paragraph (7) “liability” means a liability arising in respect of any shares in the holding or from the exercise of a right attached to any of those shares.

Service contractsN.I.

5.—(1) The directors' remuneration report shall contain, in respect of the contract of service or contract for services of each person who has served as a director of the company at any time during the relevant financial year, the following information—

(a)the date of the contract, the unexpired term and the details of any notice periods;

(b)any provision for compensation payable upon early termination of the contract; and

(c)such details of other provisions in the contract as are necessary to enable members of the company to estimate the liability of the company in the event of early termination of the contract.

(2) The directors' remuneration report shall contain an explanation for any significant award made to a person in the circumstances described in paragraph 14.

PART IIIN.I.INFORMATION SUBJECT TO AUDIT

Amount of each director's emoluments and compensation in the relevant financial yearN.I.

6.—(1) The directors' remuneration report shall for the relevant financial year show, for each person who has served as a director of the company at any time during that year, each of the following—

(a)the total amount of salary and fees paid to or receivable by the person in respect of qualifying services;

(b)the total amount of bonuses so paid or receivable;

(c)the total amount of sums paid by way of expenses allowance that are—

(i)chargeable to United Kingdom income tax (or would be if the person were an individual); and

(ii)paid to or receivable by the person in respect of qualifying services;

(d)the total amount of—

(i)any compensation for loss of office paid to or receivable by the person, and

(ii)any other payments paid to or receivable by the person in connection with the termination of qualifying services;

(e)the total estimated value of any benefits received by the person otherwise than in cash that—

(i)do not fall within any of heads (a) to (d) or paragraphs 7 to 11,

(ii)are emoluments of the person, and

(iii)are received by the person in respect of qualifying services; and

(f)the amount that is the total of the sums mentioned in heads (a) to (e).

(2) The directors' remuneration report shall show, for each person who has served as a director of the company at any time during the relevant financial year, the amount that for the financial year preceding the relevant financial year is the total of the sums mentioned in heads (a) to (e) of sub‐paragraph (1).

(3) The directors' remuneration report shall also state the nature of any element of a remuneration package which is not cash.

(4) The information required by sub‐paragraphs (1) and (2) shall be presented in tabular form.

Share optionsN.I.

7.—(1) The directors' remuneration report shall contain, in respect of each person who has served as a director of the company at any time in the relevant financial year, the information specified in paragraph 8.

(2) Sub‐paragraph (1) is subject to paragraph 9.

(3) The information specified in sub‐paragraphs (a) to (c) of paragraph 8 shall be presented in tabular form in the report.

(4) In paragraph 8 “share option”, in relation to a person, means a share option granted in respect of qualifying services of the person.

8.  The information required by sub‐paragraph (1) of paragraph 7 in respect of such a person as is mentioned in that sub-paragraph is—

(a) the number of shares that are subject to a share option—

(i)at the beginning of the relevant financial year or, if later, on the date of the appointment of the person as a director of the company, and

(ii)at the end of the relevant financial year or, if earlier, on the cessation of the person's appointment as a director of the company,

in each case differentiating between share options having different terms and conditions;

(b) information identifying those share options that have been awarded in the relevant financial year, those that have been exercised in that year, those that in that year have expired unexercised and those whose terms and conditions have been varied in that year;

(c) for each share option that is unexpired at any time in the relevant financial year—

(i)the price paid, if any, for its award,

(ii)the exercise price,

(iii)the date from which the option may be exercised, and

(iv)the date on which the option expires;

(d) a description of any variation made in the relevant financial year in the terms and conditions of a share option;

(e) a summary of any performance criteria upon which the award or exercise of a share option is conditional, including a description of any variation made in such performance criteria during the relevant financial year;

(f) for each share option that has been exercised during the relevant financial year, the market price of the shares, in relation to which it is exercised, at the time of exercise; and

(g) for each share option that is unexpired at the end of the relevant financial year—

(i)the market price at the end of that year, and

(ii)the highest and lowest market prices during that year,

of each share that is subject to the option.

9.—(1) If, in the opinion of the directors of the company, disclosure in accordance with paragraphs 7 and 8 would result in a disclosure of excessive length then, (subject to sub‐paragraphs (2) and (3))—

(a)information disclosed for a person under paragraph 8(a) need not differentiate between share options having different terms and conditions;

(b)for the purposes of disclosure in respect of a person under paragraph 8(c)(i) and (ii) and (g), share options may be aggregated and (instead of disclosing prices for each share option) disclosure may be made of weighted average prices of aggregations of share options;

(c)for the purposes of disclosure in respect of a person under paragraph 8(c)(iii) and (iv), share options may be aggregated and (instead of disclosing dates for each share option) disclosure may be made of ranges of dates for aggregation of share options.

(2) Sub‐paragraph (1)(b) and (c) does not permit the aggregation of—

(a)share options in respect of shares whose market price at the end of the relevant financial year is below the option exercise price, with

(b)share options in respect of shares whose market price at the end of the relevant financial year is equal to, or exceeds, the option exercise price.

(3) Sub‐paragraph (1) does not apply (and accordingly, full disclosure must be made in accordance with paragraphs 7 and 8) in respect of share options that during the relevant financial year have been awarded or exercised or had their terms and conditions varied.

Long-term incentive schemesN.I.

10.—(1) The directors' remuneration report shall contain, in respect of each person who has served as a director of the company at any time in the relevant financial year, the information specified in paragraph 11.

(2) Sub‐paragraph (1) does not require the report to contain share option details that are contained in the report in compliance with paragraphs 7 to 9.

(3) The information specified in paragraph 11 shall be presented in tabular form in the report.

(4) For the purposes of paragraph 11—

(a)“scheme interest”, in relation to a person, means an interest under a long-term incentive scheme that is an interest in respect of which assets may become receivable under the scheme in respect of qualifying services of the person; and

(b)such an interest “vests” at the earliest time when—

(i)it has been ascertained that the qualifying conditions have been fulfilled, and

(ii)the nature and quantity of the assets receivable under the scheme in respect of the interest have been ascertained.

(5) In this Schedule “long‐term incentive 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 shall be disregarded, namely—

(a)any bonus the amount of which falls to be determined by reference to service or performance within a single financial year;

(b)compensation in respect of loss of office, payments for breach of contract and other termination payments; and

(c)retirement benefits.

11.—(1) The information required by sub‐paragraph (1) of paragraph 10 in respect of such a person as is mentioned in that sub-paragraph is—

(a)details of the scheme interests that the person has at the beginning of the relevant financial year or if later on the date of the appointment of the person as a director of the company;

(b)details of the scheme interests awarded to the person during the relevant financial year;

(c)details of the scheme interests that the person has at the end of the relevant financial year or if earlier on the cessation of the person's appointment as a director of the company;

(d)for each scheme interest within heads (a) to (c)—

(i)the end of the period over which the qualifying conditions for that interest have to be fulfilled (or if there are different periods for different conditions, the end of whichever of those periods ends last); and

(ii)a description of any variation made in the terms and conditions of the scheme interests during the relevant financial year; and

(e)for each scheme interest that has vested in the relevant financial year—

(i)the relevant details (see sub‐paragraph (3)) of any shares,

(ii)the amount of any money, and

(iii)the value of any other assets,

that have become receivable in respect of the interest.

(2) The details that sub‐paragraph (1)(b) requires of a scheme interest awarded during the relevant financial year include, if shares may become receivable in respect of the interest, the following—

(a)the number of those shares;

(b)the market price of each of those shares when the scheme interest was awarded; and

(c)details of qualifying conditions that are conditions with respect to performance.

(3) In sub‐paragraph (1)(e)(i) “the relevant details”, in relation to any shares that have become receivable in respect of a scheme interest, means—

(a)the number of those shares,

(b)the date on which the scheme interest was awarded;

(c)the market price of each of those shares when the scheme interest was awarded;

(d)the market price of each of those shares when the scheme interest vested; and

(e)details of qualifying conditions that were conditions with respect to performance.

PensionsN.I.

12.—(1) The directors' remuneration report shall, for each person who has served as a director of the company at any time during the relevant year, contain the information in respect of pensions that is specified in sub-paragraphs (2) and (3).

(2) Where the person has rights under a pension scheme that is a defined benefit scheme in relation to the person and any of those rights are rights to which he has become entitled in respect of qualifying services of his—

(a)details—

(i)of any changes during the relevant financial year in the person's accrued benefits under the scheme, and

(ii)of the person's accrued benefits under the scheme as at the end of that year;

(b)the transfer value, calculated in a manner consistent with “Retirement Benefit Schemes - Transfer Values (GN 11)” published by the Institute of Actuaries and the Faculty of Actuaries and dated 6th April 2001, of the person's accrued benefits under the scheme at the end of the relevant financial year;

(c)the transfer value of the person's accrued benefits under the scheme that in compliance with head (b) was contained in the director's remuneration report for the previous financial year or, if there was no such report or no such value was contained in that report, the transfer value, calculated in such a manner as is mentioned in head (b), of the person's accrued benefits under the scheme at the beginning of the relevant financial year;

(d)the amount obtained by subtracting—

(i)the transfer value of the person's accrued benefits under the scheme that is required to be contained in the report by head (c), from

(ii)the transfer value of those benefits that is required to be contained in the report by head (b),

and then subtracting from the result of that calculation the amount of any contributions made to the scheme by the person in the relevant financial year.

(3) Where—

(a)the person has rights under a pension scheme that is a money purchase scheme in relation to the person, and

(b)any of those rights are rights to which he has become entitled in respect of qualifying services of his,

details of any contribution to the scheme in respect of the person that is paid or payable by the company for the relevant financial year or paid by the company in that year for another financial year.

Excess retirement benefits of directors and past directorsN.I.

13.—(1) Subject to sub‐paragraph (3), the directors' remuneration report shall show in respect of each person who has served as a director of the company—

(a)at any time during the relevant financial year; or

(b)at any time before the beginning of that year;

the amount of so much of retirement benefits paid to or receivable by the person under pension schemes as is in excess of the retirement benefits to which he was entitled on the date on which the benefits first became payable or 1st April 1999, whichever is the later.

(2) In sub‐paragraph (1) “retirement benefits” means retirement benefits to which the person became entitled in respect of qualifying services of his.

(3) Amounts paid or receivable under a pension scheme need not be included in an amount required to be shown under sub-paragraph (1) if—

(a)the funding of the scheme was such that the amounts were or, as the case may be, could have been paid without recourse to additional contributions; and

(b)amounts were paid to or receivable by all pensioner members of the scheme on the same basis;

and in this sub‐paragraph “pensioner member”, in relation to a pension scheme, means any person who is entitled to the present payment of retirement benefits under the scheme.

(4) In this paragraph—

(a)references to retirement benefits include benefits otherwise than in cash; and

(b)in relation to so much of retirement benefits as consists of a benefit otherwise than in cash, references to their amount are to the estimated money value of the benefit;

and the nature of any such benefit shall also be shown in the report.

Compensation for past directorsN.I.

14.  The directors' remuneration report shall contain details of any significant award made in the relevant financial year to any person who was not a director of the company at the time the award was made but had previously been a director of the company, including (in particular) compensation in respect of loss of office and pensions but excluding any sums which have already been shown in the report under paragraph 6(1)(d).

Sums paid to third parties in respect of a director's servicesN.I.

15.—(1) The directors' remuneration report shall show, in respect of each person who served as a director of the company at any time during the relevant financial year, the aggregate amount of any consideration paid to or receivable by third parties for making available the services of the person—

(a)as a director of the company, or

(b)while director of the company—

(i)as director of any of its subsidiary undertakings, or

(ii)as director of any other undertaking of which he was (while director of the company) a director by virtue of the company's nomination (direct or indirect), or

(iii)otherwise in connection with the management of the affairs of the company or any such other undertaking.

(2) The reference to consideration includes benefits otherwise than in cash, and in relation to such consideration the reference to its amount is to the estimated money value of the benefit. The nature of any such consideration shall be shown in the report.

(3) The reference to third parties is to persons other than—

(a)the person himself or a person connected with him or a body corporate controlled by him; and

(b)the company or any such undertaking as is mentioned in sub-paragraph (1)(b)(ii).

PART IVN.I.INTERPRETATION AND SUPPLEMENTARY

16.—(1) In this Schedule—

• “amount”, in relation to a gain made on the exercise of a share option, means the difference between—

  (a)

  the market price of the shares on the day on which the option was exercised; and

  (b)

  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;

• “defined benefit scheme”, in relation to a person, means a pension scheme which is not a money purchase scheme in relation to the person;

• “emoluments” of a person—

  (a)

  includes 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) but,

  (b)

  does not include any of the following, namely—

  (i)

  the value of any share options granted to him or the amount of any gains made on the exercise of any such options;

  (ii)

  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

  (iii)

  any money or other assets paid to or received or receivable by him under any long-term incentive scheme;

• “long‐term incentive scheme” has the meaning given by paragraph 10(5);

• “money purchase benefits”, in relation to a person, means retirement benefits the rate or amount of which is calculated by reference to payments made, or treated as made, by the person or by any other person in respect of that person and which are not average salary benefits;

• “money purchase scheme”, in relation to a person, means a pension scheme under which all of the benefits that may become payable to or in respect of the person are money purchase benefits in relation to the person;

• “pension scheme” means a retirement benefits scheme within the meaning given by section 611 of the Income and Corporation Taxes Act 1988;

• “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—

  (a)

  as a director of an undertaking that is a subsidiary undertaking of the company at that time;

  (b)

  as a director of any other undertaking of which he is a director by virtue of the company's nomination (direct or indirect); or

  (c)

  otherwise in connection with the management of the affairs of the company or any such subsidiary undertaking or any such other undertaking;

• “retirement benefits” means relevant benefits within the meaning given by section 612(1) of the Income and Corporation Taxes Act 1988;

• “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 Article 198(1);

• “share option” means a right to acquire shares;

• “value”, in relation to shares received or receivable on any day by a person who is or has been a director of the 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 director of it, of—

(i)any other office in connection with the management of the company's 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 amount 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, shall be construed in accordance with Article 354.

17.—(1) For the purposes of this Schedule emoluments paid or receivable or share options granted in respect of a person's accepting office as a director shall be treated as emoluments paid or receivable or share options granted in respect of his services as a director.

(2) Where a pension scheme provides for any benefits that may become payable to or in respect of a person to be whichever are the greater of—

(a)such benefits determined by or under the scheme as are money purchase benefits in relation to the person; and

(b)such retirement benefits determined by or under the scheme to be payable to or in respect of the person as are not money purchase benefits in relation to the person,

the company may assume for the purposes of this Schedule that those benefits will be money purchase benefits in relation to the person, or not, according to whichever appears more likely at the end of the relevant financial year.

(3) In determining for the purposes of this Schedule whether a pension scheme is a money purchase scheme in relation to a person or a defined benefit scheme in relation to a person, any death in service benefits provided for by the scheme shall be disregarded.

18.—(1) The following applies with respect to the amounts to be shown under this Schedule.

(2) The amount in each case includes all relevant sums paid by or receivable from—

(a)the company; and

(b)the company's subsidiary undertakings; and

(c)any other person,

except sums to be accounted for to the company or any of its subsidiary undertakings or any other undertaking of which any person has been a director while director of the company, by virtue of Articles 322 and 323, to past or present members of the company or any of its subsidiaries or any class of those members.

(3) References to amounts paid to or receivable by a person include amounts paid to or receivable by a person connected with him or a body corporate controlled by him (but not so as to require an amount to be counted twice).

19.—(1) The amounts to be shown for any financial year under Part III are the sums receivable in respect of that year (whenever paid) or, in the case of sums not receivable in respect of a period, the sums paid during that year.

(2) But where—

(a)any sums are not shown in the directors' remuneration report for the relevant financial year on the ground that the person receiving them is liable to account for them as mentioned in paragraph 18(2), but the liability is thereafter wholly or partly released or is not enforced within a period of 2 years; or

(b)any sums paid by way of expenses allowance are charged to United Kingdom income tax after the end of the relevant financial year or, in the case of any such sums paid otherwise than to an individual, it does not become clear until the end of the relevant financial year that those sums would be charged to such tax were the person an individual,

those sums shall, to the extent to which the liability is released or not enforced or they are charged as mentioned above (as the case may be), be shown in the first directors' remuneration report in which it is practicable to show them and shall be distinguished from the amounts to be shown apart from this provision.

20.  Where it is necessary to do so for the purpose of making any distinction required by the preceding paragraphs in an amount to be shown in compliance with this Part, the directors may apportion any payments between the matters in respect of which these have been paid or are receivable in such manner as they think appropriate.

21.  This Schedule requires information to be given only so far as it is contained in the company's books and papers, available to members of the public or the company has the right to obtain it.

Schedule 7B prosp insertion by 2005 NI 17, Sch. 1 N.I.

[F128SCHEDULE 8N.I.FORM AND CONTENT OF ACCOUNTS PREPARED BY SMALL COMPANIES]

PART IN.I.GENERAL RULES AND FORMATS

SECTION AN.I.GENERAL RULES

1.—(1) Subject to the following provisions of this Schedule—

(a)every balance sheet of a small company shall show the items listed in either of the balance sheet formats set out in section B; and

(b)every profit and loss account of a small company shall show the items listed in any one of the profit and loss account formats so set out;

in either case in the order and under the headings and sub-headings given in the format adopted.

(2) Sub-paragraph (1) is not to be read as requiring the heading or sub-heading for any item to be distinguished by any letter or number assigned to that item in the format adopted.

2.—(1) Where in accordance with paragraph 1 a small company's balance sheet or profit and loss account for any financial year has been prepared by reference to one of the formats set out in section B, the directors of the company shall adopt the same format in preparing their accounts for subsequent financial years of the company unless in their opinion there are special reasons for a change.

(2) Particulars of any change in the format adopted in preparing a small company's balance sheet or profit and loss account in accordance with paragraph 1 shall be disclosed, and the reasons for the change shall be explained, in a note to the accounts in which the new format is first adopted.

3.—(1) Any item required in accordance with paragraph 1 to be shown in a small company's balance sheet or profit and loss account may be shown in greater detail than required by the format adopted.

(2) A small company's balance sheet or profit and loss account may include an item representing or covering the amount of any asset or liability, income or expenditure not otherwise covered by any of the items listed in the format adopted, but the following shall not be treated as assets in any small company's balance sheet—

(a)preliminary expenses;

(b)expenses of and commission on any issue of shares or debentures; and

(c)costs or research.

(3) In preparing a small company's balance sheet or profit and loss account the directors of the company shall adapt the arrangement and headings and sub-headings otherwise required by paragraph 1 in respect of items to which an Arabic number is assigned in the format adopted, in any case where the special nature of the company's business requires such adaptation.

(4) Items to which Arabic numbers are assigned in any of the formats set out in Section B may be combined in a small company's accounts for any financial year if either—

(a)their individual amounts are not material to assessing the state of affairs or profit or loss of the company for that year; or

(b)the combination facilitates that assessment;

but in a case with head (b) the individual amounts of any items so combined shall be disclosed in a note to the accounts.

(5) Subject to paragraph 4(3), a heading or sub-heading corresponding to an item listed in the format adopted in preparing a small company's balance sheet or profit and loss account shall not be included if there is no amount to be shown for that item in respect of the financial year to which the balance sheet or profit and loss account relates.

(6) Every profit and loss account of a small company shall show the amount of the company's profit or loss on ordinary activities before taxation.

4.—(1) In respect of every item shown in a small company's balance sheet or profit and loss account the corresponding amount for the financial year immediately preceding that to which the balance sheet or profit and loss account relates shall also be shown.

(2) Where that corresponding amount is not comparable with the amount to be shown for the item in question in respect of the financial year to which the balance sheet or profit and loss account relates, the former amount shall be adjusted and particulars of the adjustment and the reasons for it shall be disclosed in a note to the accounts.

(3) Paragraph 3(5) does not apply in any case where an amount can be shown for the item in question in respect of the financial year immediately preceding that to which the balance sheet or profit and loss account relates, and that amount shall be shown under the heading or sub-heading required by paragraph 1 for that item.

5.  Amounts in respect of items representing assets or income may not be set off against amounts in respect of items representing liabilities or expenditure (as the case may be), or vice versa.

5A.  The directors of a company must, in determining how amounts are presented within items in the profit and loss account and balance sheet, have regard to the substance of the reported transaction or arrangement, in accordance with generally accepted accounting principles or practice.

SECTION BN.I.THE REQUIRED FORMATS FOR ACCOUNTS

PreliminaryN.I.

6.  References in this Part to the items listed in any of the formats set out below are to those items read together with any of the notes following the formats which apply to any of those items, and the requirement imposed by paragraph 1 to show the items listed in any such format in the order adopted in the format is subject to any provision in those notes for alternative positions for any particular items.

7.  A number in brackets following any item in any of the formats set out below is a reference to the note of that number in the notes following formats.

8.  In the notes following the formats—

(a)the heading of each note gives the required heading or sub-heading for the item to which it applies and a reference to any letters and numbers assigned to that item in the formats set out below (taking a reference in the case of Format 2 of the balance sheet formats to the item listed under “Assets” or under “Liabilities” as the case may require); and

(b)references to a numbered format are to the balance sheet format or (as the case may require) to the profit and loss account format of that number set out below.

Balance Sheet Formats

Format 1

A.  Called-up share capital not paid (1)

B.  Fixed assets

I Intangible assets

1.Goodwill (2)

2.Other intangible assets (3)

II Tangible assets

1.Land and Buildings

2.Plant and machinery etc.

III Investments

1.Shares in group undertakings and participating interests

2.Loans to group undertakings and undertakings in which the company has a participating interest

3.Other investments other than loans

4.Other investments (4)

C.  Current assets

I Stocks

1.Stocks

2.Payments on account

II Debtors (5)

1.Trade debtors

2.Amounts owed by group undertakings and undertakings in which the company has a participating interest

3.Other debtors

III Investments

1.Shares in group undertakings

2.Other investments

IV Cash at bank and in hand

D.  Prepayments and accrued income (6)

E.  Creditors: amounts falling due within one year

1.Bank loans and overdrafts

2.Trade creditors

3.Amounts owed to group undertakings and undertakings in which the company has a participating interest

4.Other creditors (7)

F.  Net current assets (liabilities) (8)

G.  Total assets less current liabilities

H.  Creditors: amounts falling due after more than one year

1.Bank loans and overdrafts

2.Trade creditors

3.Amounts owed to group undertakings and undertakings in which the company has a participating interest

4.Other creditors (7)

I.  [F129Provisions for liabilities]

J.  Accruals and deferred income (7)

K.  Capital and reserves

I Called up share capital (9)

II Share premium account

III Revaluation reserve

IV Other reserves

V Profit and loss account

Balance Sheet Formats

Format 2

ASSETS

A.  Called up share capital not paid (1)

B.  Fixed assets

I Intangible assets

1.Goodwill (2)

2.Other intangible assets (3)

II Tangible assets

1.Land and buildings

2.Plant and machinery etc.

III Investments

1.Shares in group undertakings and participating interests

2.Loans to group undertakings and undertakings in which the company has a participating interest

3.Other investments other than loans

4.Other investments (4)

C.  Current assets

I Stocks

1.Stocks

2.Payments on account

II Debtors (5)

1.Trade debtors

2.Amounts owed by group undertakings and undertakings in which the company has a participating interest

3.Other debtors

III Investments

1.Shares in group undertakings

2.Other investments

IV Cash at bank and in hand

D.  Prepayments and accrued income (6)

LIABILITIES

A.  Capital and reserves

I Called up share capital (9)

II Share premium account

III Revaluation reserve

IV Other reserves

V Profit and loss account

B.  [F130Provisions for liabilities]