Section 440 Quoted companies ...: offences in connection with procedure for approvalF6C1
United Kingdom
If the resolution is not put to the vote of F4the meeting to which it relates, an offence is committed by each existing director.
It is a defence for a person charged with an offence under subsection (2) to prove that he took all reasonable steps for securing that the resolution was put to the vote of the meeting.
A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
In this section—
F5...
“existing director” means a person who is a director of the company immediately before that meeting.
Annotations
Textual amendments
- F1
Words in s. 440(1) inserted (1.10.2013) by Enterprise and Regulatory Reform Act 2013 (c. 24), ss. 81(10)(a)(i), 103(3); S.I. 2013/2227, art. 2(h)
- F2
Words in s. 440(1) substituted (10.6.2019) by The Companies (Directors Remuneration Policy and Directors Remuneration Report) Regulations 2019 (S.I. 2019/970), regs. 1, 21(b)
- F3
Words in s. 440(1) inserted (1.10.2013) by Enterprise and Regulatory Reform Act 2013 (c. 24), ss. 81(10)(a)(ii), 103(3); S.I. 2013/2227, art. 2(h)
- F4
Words in s. 440(2) substituted (1.10.2013) by Enterprise and Regulatory Reform Act 2013 (c. 24), ss. 81(10)(b), 103(3); S.I. 2013/2227, art. 2(h)
- F5
Words in s. 440(5) omitted (1.10.2013) by virtue of Enterprise and Regulatory Reform Act 2013 (c. 24), ss. 81(10)(c), 103(3); S.I. 2013/2227, art. 2(h)
- F6
Words in s. 440 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(4)
Modifications
- C1
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) (and the said Sch. 1 para. 10 is amended (with application in accordance with reg. 1(3) of the amending S.I.) by The Unregistered Companies (Amendment) Regulations 2013 (S.I. 2013/1972), regs. 1(2), 2(2)(a))
Notes on Part 15
Modifications
- C1
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)
- C2
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))
- C3
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)
- C4
Pt. 15 applied (with modifications) (6.4.2008) by The Partnerships (Accounts) Regulations 2008 (S.I. 2008/569), regs. 4, 7, Sch. Pt. 1
- C5
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)
- C6
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
Notes on Chapter 9
Textual amendments
- F1
Words in Pt. 15 Ch. 9 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(1)