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Companies Act 2006 - Companies Act 2006 Previous Page Next Page

Section 430: Quoted companies: requirements as to website publication

678. This section introduces a new requirement on quoted companies (as defined in section 385) to put the full annual accounts and reports on a website. A quoted company will still have to send the full accounts and reports to its members under section 423.

679. The annual accounts and reports must be made available as soon as is reasonably practicable on a website that is maintained by or on behalf of the company, and that identifies the company in question. Access to the website must be available to all members of the public and not just to members, and there must be continuous access to the website without charge. Access to the information on the website and the ability to obtain a hard copy of the information from the website, may be restricted by the company where necessary to comply with any statutory or regulatory requirement (e.g. of an overseas regulator).

680. The annual accounts and reports for a financial year must remain available until the accounts and reports for the next financial year are published on the website. Right of member or debenture holder to demand copies of accounts and reports

Sections 431 and 432: Right of member or debenture holder to demand copies of accounts and reports

681. These sections re-enact section 239 of the 1985 Act and entitle a member or debenture holder to demand a copy of the company’s last annual accounts and reports without charge. Section 431 lists the documents to which members or debenture holders of unquoted companies are entitled, while section 432 lists those to which members or debenture holders of quoted companies are entitled. The company must comply with a demand within seven days of receipt of the request by the company.

Sections 433 to 436: Requirements in connection with publication of accounts and reports

682. Section 433 brings together provisions scattered throughout Part 7 of the 1985 Act (in sections 233(3) and (6)(a), 234A(2) and (4)(a) and 234C(2) and (4)(a)) concerning statements of the name of the signatory in published accounts and reports. In the case of unquoted companies, every copy of the balance sheet and directors’ report that is published by or on behalf of the company must state the name of the director who signed it on behalf of the board. For quoted companies this applies to copies of the balance sheet, directors’ remuneration report and directors’ report.

683. Sections 434 and 435 re-enact section 240 of the 1985 Act concerning requirements in connection with the publication of statutory or non-statutory accounts.

684. “Publication” is defined in section 436.

CHAPTER 8: PUBLIC COMPANIES: LAYING OF ACCOUNTS AND REPORTS BEFORE GENERAL MEETING

Section 437: Public companies: laying of accounts and reports before general meeting

Section 438: Public companies: offence of failure to lay accounts and reports

685. These sections re-enact section 241 of the 1985 Act on the laying of accounts and reports before the company in general meeting, but restrict its application to public companies. Under the Act, private companies are under no statutory obligation to hold an AGM or to lay accounts and reports in general meetings. There is therefore no statutory link for them between the accounts and AGMs (although such a link might be provided for in the company’s articles). Any AGM that a private company may hold pursuant to its articles will not be a statutory meeting. Public companies will still be required to hold AGMs and they must now hold them within 6 months of the end of the accounting reference period.

CHAPTER 9: QUOTED COMPANIES: MEMBERS’ APPROVAL OF DIRECTORS’REMUNERATION REPORT

Section 439: Quoted companies: members’ approval of directors’ remuneration report

Section 440: Quoted companies: offences in connection with procedure for approval

686. These sections restate the requirement under section 241A of the 1985 Act that a quoted company circulate a resolution approving the directors’ remuneration report for the preceding financial year to its shareholders prior to its annual general meeting. The vote is advisory: as such, it does not require directors to amend contractual entitlements, nor to amend their remuneration policy, but the result of the vote will send a very strong signal to directors about the level of support among shareholders for the board’s remuneration policy. In practice, directors will wish to take notice of the views of the company’s members, and to respond appropriately. All “existing directors” (that is, every person who, immediately before the general meeting, is a director of the company) have a responsibility to ensure that the resolution is put to the vote of the meeting. As such, the requirement does not apply to past directors (even if they served on the board or as members of the remuneration committee in the current financial year), but it does apply to “existing directors” who were, for whatever reason, not present at the general meeting.

CHAPTER 10: FILING OF ACCOUNTS AND REPORTS

Sections 441 to 443: Duty to file accounts and reports

687. These sections cover the general duty to file accounts and reports with the registrar of companies and the period allowed for filing accounts.

688. Section 442 reduces the period for filing accounts from ten months to nine months for private companies and from seven months to six months for public companies. These periods are calculated from the end of the relevant accounting reference period. The timetable for delivering accounts to the registrar was last amended in 1976. The periods have been reduced to reflect improvements in technology and the increased rate at which information becomes out of date. Filing timescales in other countries are generally less generous than in the UK. Under subsection (6), whether a company is private or public for the purpose of its filing obligations is determined by its status immediately before the end of the relevant accounting reference period.

689. Section 443 is a new provision defining how to calculate the periods allowed for filing accounts and reports. In general this is the same date the relevant number of months later. So, for example, if the end of the accounting reference period is 5th June, 6 months from then is 5th December. However, as months are of unequal length, there can be confusion as to whether 6 months from say 30th June is 30th December (exactly 6 months later) or 31st December (the end of the sixth month). Under the rule laid down in this section, 6 months from 30th June will be 31st December. This reverses the “corresponding date rule” laid down by the House of Lords in Dodds v Walker [1981] 1 WLR 1027.

Sections 444 to 448: Filing obligations of different descriptions of company

690. These sections concern the filing obligations of different sizes of company. They restructure the provisions in sections 242, 246, 246A and 254 of the 1985 Act to make clearer what companies have to do.

691. Section 444 concerns the filing obligations of companies subject to the small companies regime. Such companies may file abbreviated accounts and this section gives the Secretary of State the power to make regulations concerning abbreviated accounts for such companies. Under subsection (5), small companies filing a full balance sheet with the registrar (whether prepared in accordance with international accounting standards or under the Act), but omitting a copy of the profit and loss account and/or the directors’ report, must include a statement on the balance sheet that they are delivered in accordance with the small companies regime. Subsection (7) requires the filed copy of the audit report to state the name of the auditor and, if there is one, of the senior statutory auditor, unless they are taking advantage of the exemption in section 506, in which case they must state that they are doing so.

692. Section 445 restates provisions in section 246A of the 1985 Act permitting mediumsized companies (as defined in section 465) to file abbreviated accounts and gives the Secretary of State the power to make regulations concerning abbreviated accounts for such companies.

693. Section 446 concerns the filing obligations of unquoted companies.

694. Section 447 concerns the filing obligations of quoted companies. This is a restatement of section 242 of the 1985 Act. Subsection (3) provides for the copies of the filed documents including the balance sheet to state the name of the person who signed the documents.

695. Section 448 replaces section 254 of the 1985 Act. It exempts unlimited companies from the obligation to file accounts. There are limitations on the exemption set out in subsections (2) and (3).