{
  "url": "https://openlegislation.uk/companies-act-2006/section-422",
  "json_url": "https://openlegislation.uk/companies-act-2006/section-422.json",
  "legislation": "ukpga/2006/46",
  "legislation_title": "Companies Act 2006",
  "legislation_url": "https://openlegislation.uk/companies-act-2006",
  "path": "section/422",
  "kind": "section",
  "number": "422",
  "heading": "Approval and signing of directors' remuneration report",
  "text": "(1) The directors' remuneration report must be approved by the board of directors and signed on behalf of the board by a director or the secretary of the company.\n(2) If a directors' remuneration report is approved that does not comply with the requirements of this Act, every director of the company who—\n(a) knew that it did not comply, or was reckless as to whether it complied, and\n(b) failed to take reasonable steps to secure compliance with those requirements or, as the case may be, to prevent the report from being approved,\ncommits an offence.\n(3) A person guilty of an offence under this section is liable—\n(a) on conviction on indictment, to a fine;\n(b) on summary conviction, to a fine not exceeding the statutory maximum.",
  "extent": null,
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "C",
      "label": "C1",
      "text": "S. 422 applied (with modifications) (6.4.2008) by The Companies (Revision of Defective Accounts and Reports) Regulations 2008 (S.I. 2008/373), reg. 6"
    },
    {
      "type": "C",
      "label": "C2",
      "text": "Ss. 418-469 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 10 (with transitional provisions and savings in regs. 7, 9, Sch. 2)"
    }
  ],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/ukpga/2006/46/section/422",
    "retrieved_at": "2026-10-29T09:13:40.060156+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}