C6C5C1C2C3C4Part 15Accounts and reports
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
Pt. 15 applied (with modifications) (6.4.2008) by The Bank Accounts Directive (Miscellaneous Banks) Regulations 2008 (S.I. 2008/567), reg. 4, Sch. para. 1 (with Sch. para. 11)
Pt. 15 applied (with modifications) (6.4.2008) by The Partnerships (Accounts) Regulations 2008 (S.I. 2008/569), regs. 4, 7, Sch. Pt. 1
Pt. 15 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 16 (with transitional provisions and savings in regs. 7, 9, Sch. 2)
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Chapter 9Quoted companies F10and traded companies: members' approval of directors' remuneration report
Words in Pt. 15 Ch. 9 heading inserted (10.6.2019) by The Companies (Directors Remuneration Policy and Directors Remuneration Report) Regulations 2019 (S.I. 2019/970), regs. 1, 18
439AF8Quoted companies F9and traded companies: members' approval of directors' remuneration policy
1
A quoted company F6or unquoted traded company must give notice of the intention to move, as an ordinary resolution, a resolution approving the relevant directors' remuneration policy—
a
at the accounts meeting held in the first financial year which begins on or after the day on which the company becomes a quoted company F5or (as the case may be) an unquoted traded company, and
b
at an accounts or other general meeting held no later than the end of the period of three financial years beginning with the first financial year after the last accounts or other general meeting in relation to which notice is given under this subsection.
2
A quoted company F2or unquoted traded company must give notice of the intention to move at an accounts meeting, as an ordinary resolution, a resolution approving the relevant directors' remuneration policy if—
a
a resolution required to be put to the vote under section 439 was not passed at the last accounts meeting of the company, and
b
no notice under this section was given in relation to that meeting or any other general meeting held before the next accounts meeting.
F12A
A quoted company or unquoted traded company must give notice of the intention to move at an accounts or other general meeting, as an ordinary resolution, a resolution approving the relevant directors’ remuneration policy if—
a
a resolution required to be put to the vote under subsection (1) or (2) or this subsection was not passed at the last accounts or other general meeting of the company, and
b
no notice under this section was given in relation to any other general meeting held before the next accounts meeting.
3
Subsection (2) does not apply in relation to a quoted company F4or unquoted traded company before the first meeting in relation to which it gives notice under subsection (1).
4
A notice given under subsection (2) F3or (2A) is to be treated as given under subsection (1) for the purpose of determining the period within which the next notice under subsection (1) must be given.
5
Notice of the intention to move a resolution to which this section applies must be given, prior to the meeting in question, to the members of the company entitled to be sent notice of the meeting.
6
Subsections (2) to (4) of section 439 apply for the purposes of a resolution to which this section applies as they apply for the purposes of a resolution to which section 439 applies, with the modification that, for the purposes of a resolution relating to a general meeting other than an accounts meeting, subsection (3) applies as if for “accounts meeting” there were substituted
“
general meeting
”
.
7
For the purposes of this section, the relevant directors' remuneration policy is—
a
in a case where notice is given in relation to an accounts meeting, the remuneration policy contained in the directors' remuneration report in respect of which a resolution under section 439 is required to be put to the vote at that accounts meeting;
b
in a case where notice is given in relation to a general meeting other than an accounts meeting—
i
the remuneration policy contained in the directors' remuneration report in respect of which such a resolution was required to be put to the vote at the last accounts meeting to be held before that other general meeting, or
ii
where that policy has been revised in accordance with section 422A, the policy as so revised.
8
In this section—
a
“ accounts meeting ” means a general meeting of the company before which the company's annual accounts for a financial year are to be laid;
b
“directors' remuneration policy” means the policy of the company with respect to the matters mentioned in section 421(2A);
F7c
“unquoted traded company” means a traded company (as defined by section 360C) that is not a quoted company.
Pt. 15 applied (with modifications) (8.12.2017) by The Risk Transformation Regulations 2017 (S.I. 2017/1212), regs. 1(2), 162, 163 (with reg. 189)