{
  "url": "https://openlegislation.uk/companies-act-2006/section-439",
  "json_url": "https://openlegislation.uk/companies-act-2006/section-439.json",
  "legislation": "ukpga/2006/46",
  "legislation_title": "Companies Act 2006",
  "legislation_url": "https://openlegislation.uk/companies-act-2006",
  "path": "section/439",
  "kind": "section",
  "number": "439",
  "heading": "Quoted companies ...: members' approval of directors' remuneration report",
  "text": "(1) A quoted company must, prior to the accounts meeting, give to the members of the company entitled to be sent notice of the meeting notice of the intention to move at the meeting, as an ordinary resolution, a resolution approving the directors' remuneration report for the financial yearother than the part containing the directors' remuneration policy (as to which see section 439A).\n(1A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .\n(2) The notice may be given in any manner permitted for the service on the member of notice of the meeting.\n(3) The business that may be dealt with at the accounts meeting includes the resolution.\nThis is so notwithstanding any default in complying with subsection (1) or (2).\n(4) The existing directors must ensure that the resolution is put to the vote of the meeting.\n(5) No entitlement of a person to remuneration is made conditional on the resolution being passed by reason only of the provision made by this section.\n(6) In this section—\n“the accounts meeting” means the general meeting of the company before which the company's annual accounts for the financial year are to be laid; and\n“existing director” means a person who is a director of the company immediately before that meeting.",
  "extent": "E+W+S+N.I.",
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "F",
      "label": "F1",
      "text": "Words in s. 439(1) substituted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 7(2)(b)"
    },
    {
      "type": "F",
      "label": "F2",
      "text": "Words in s. 439(1) inserted (1.10.2013) by Enterprise and Regulatory Reform Act 2013 (c. 24), ss. 79(3), 103(3); S.I. 2013/2227, art. 2(h)"
    },
    {
      "type": "F",
      "label": "F3",
      "text": "S. 439(1A) omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 7(2)(c)"
    },
    {
      "type": "F",
      "label": "F4",
      "text": "Words in s. 439 heading omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 7(2)(a)"
    },
    {
      "type": "C",
      "label": "C1",
      "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/439",
    "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."
}