| a) |
the amount of the emoluments received by directors; |
| b) |
the amount of the pensions paid or receivable by directors and past directors; |
| c) |
the amount of any compensation paid to directors and past directors in respect of loss of office; and |
| d) |
details of directors' service contracts. |
| a) |
The information required to be furnished in terms of this section shall in each case be furnished in two separate categories, namely, one dealing with the executive directors in the aggregate (and past directors where appropriate), and the other dealing with non-executive directors in the aggregate (and past directors where appropriate). |
| b) |
For the purposes of this section, 'executive director' means a director who is involved in the day-to-day management of the company and 'non-executive director' means a director who has no involvement in the day-to-day management of the company. |
| 2) |
The information to be disclosed under subsection (1)(a) shall show the amount of any emoluments paid to or receivable by persons in respect of- |
| a) |
services rendered as directors of the company; |
| b) |
services rendered while being directors of the company- |
| i) |
as directors of any of its subsidiaries; and |
| ii) |
otherwise in connection with the carrying on of the affairs of the company or any of its subsidiaries. |
| 2A) |
For the purposes of this section 'emoluments' includes the following: |
| i) |
Fees paid for services rendered as directors; and |
| ii) |
any amounts paid to a person in respect of such person's acceptance of the office of director, which shall for the purposes of this section be deemed to be fees paid for the services rendered; |
| c) |
bonuses and performance related payments; |
| d) |
sums paid by way of expense allowances; |
| e) |
the estimated monetary value of any other material benefits received; |
| f) |
contributions paid under any pension scheme not otherwise required to be disclosed in terms of subsection (3)(a); |
| i) |
gains made on the exercise of share options, the gain being the difference between the price paid for the shares and the market price of the shares on the date of exercise, and that date being the date on which the director takes ownership of the shares and is entitles to dispose of them; and |
| ii) |
the details of such gains shall be presented in tabular form, unless inappropriate, with explanatory notes where necessary. |
| 3) |
The information to be disclosed under subsection (1)(b)— |
| a) |
shall include details of the amount of any pension paid or receivable in respect of any services of any directors and past directors of the company whether to or by such directors or past directors or on any of their nomination or, by virtue of dependence on or other connection with any of them, to or by any other person but shall not include any pension paid or receivable under a pension scheme, if the contributions payable thereunder are substantially adequate for the maintenance thereof; and |
| b) |
shall distinguish between pensions in respect of services as directors or otherwise of the company or its subsidiary, and other pensions. |
| 3A) |
For the purposes of this section— |
| a) |
'pension' includes any superannuation allowance, superannuation gratuity or similar payment; |
| b) |
'pension scheme' means a scheme for the provision of pensions in respect of services rendered as directors or otherwise which is maintained in whole or in part by means of contributions; and |
| c) |
'contribution', in relation to a pension scheme, means any payment (including any insurance premium) paid for the purposes of the scheme by or in respect of persons rendering services in respect of which pensions will or may become payable under the scheme, but does not include any payment in respect of two or more persons if the amount paid in respect of each of them is not ascertainable. |
| d) |
The information to be disclosed under subsection (1)(c)— |
| e) |
shall include any amounts paid to or receivable by directors or past directors by way of compensation in respect of— |
| i) |
the loss of office as a director of the company; or |
| ii) |
the loss, while being directors of the company or on, or in connection with, ceasing to be directors of the company, or any other office in connection with the carrying on of the company's affairs or of any office as director or otherwise in connection with the management of the affairs of any subsidiary thereof; and |
| f) |
shall distinguish between compensation in respect of the office of director, whether of the company or its subsidiary, and compensation in respect of other offices. |
| 4A) |
For the purposes of this section 'compensation for loss of office' includes sums paid as consideration for or in connection with a person's retirement from office. |
| 5) |
The information to be disclosed under paragraphs (a), (b) and (c) of subsection (1)-- |
| a) |
shall include all relevant sums paid by or receivable from- |
| ii) |
the company's subsidiaries; and |
except sums to be accounted for to the company or any of its subsidiaries, or, by virtue of section 227 to past or present members of the company or any of its subsidiaries or any class of those members; and
| b) |
shall distinguish, in the case of the amount to be shown under subsection (1) (c), between the sums respectively paid by or receivable from the company, the company's subsidiaries and other persons. |
| 6) |
The amounts to be shown under this section for any financial year shall be 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, so however, that where any sums are not shown in the annual financial statements for the relevant financial year on the ground that the person receiving them is liable to account therefor as mentioned in subsection (5) (a), but the liability is thereafter wholly or partly released or is not enforced within a period of two years, those sums shall, to the extent to which the liability is released or not enforced, be shown in the first annual financial statements in which it is practicable to show them and shall be distinguished from the amounts to be shown therein apart from this provision. |
| 7) |
For the purpose of enabling them to show separately the respective amounts received under different headings as required by this section, the directors of a company may apportion any payments received or receivable in such manner as they consider appropriate. |
| 8) |
In this section any reference to a company's subsidiary shall for the purpose of subsections (2) and (3) include a reference to a company which was a subsidiary of the first-mentioned company at the time the services contemplated in the said subsections were rendered, and, for the purposes of subsection (4), include a reference to a company which was such a subsidiary immediately before the loss of office as director of the company concerned. |
| 8A) |
The information to be disclosed under paragraph (d) of subsection (1) shall include details of- |
| a) |
directors' service contracts with notice periods in excess of one year and with provisions for predetermined compensation on termination of the contracts exceeding one year's salary and benefits in kind, giving reasons for such notice period; and |
| b) |
the unexpired term of any director's service contract of a director proposed for election or re-election at the forthcoming annual general meeting or, if any director proposed for election or re-election does not have a director's service contract, a statement to that effect. |
| c) |
Every director or past director of a company shall at the written request of the company or its auditor give notice in writing to the company or the auditor, within twenty-one days from the date of such request, of such matters relating to himself as may be necessary for the purposes of this section, and shall if he fails to comply with any such request, be guilty of an offence. |
| 9) |
If in respect of any annual financial statements the requirements of this section are not complied with, the auditor of the company by whom the annual financial statements are examined, shall include in his report thereon, so far as he is reasonably able to do so, a statement giving the required particulars or, in the event that such auditor is unable to furnish the required particulars, he shall make a statement to that effect in his report. |
Protection of Businesses Act, 1978
