• CHAPTER 5 CHAPTER 5 DIRECTORS' SERVICE CONTRACTS

    • 214. Directors' service contracts

      (1) For the purposes of this Part a director's "service contract", in relation to a company, means a contract under which—
      (a) a director of the company undertakes personally to perform services (as director or otherwise) for the company, or for a subsidiary of the company, or
      (b) services (as director or otherwise) that a director of the company undertakes personally to perform are made available by a third party to the company, or to a subsidiary of the company.
      (2) The provisions of this Part relating to directors' service contracts apply to the terms of a person's appointment as a director of a company.

      They are not restricted to contracts for the performance of services outside the scope of the ordinary duties of a director.
      (3) The provisions of Chapter 5 shall not apply to a restricted scope company.

    • 215. Copy of contract or memorandum of terms to be available for inspection

      (1) A company must keep available for inspection—
      (a) a copy of every director's service contract with the company or with a subsidiary of the company, or
      (b) if the contract is not in writing, a written memorandum setting out the terms of the contract.
      (2) All the copies and memoranda must be kept available for inspection at—
      (a) the company's registered office, or
      (b) a place specified in rules made by the Board under section 996 (rules about where certain company records to be kept available for inspection).
      (3) The copies and memoranda must be retained by the company for at least one year from the date of termination or expiry of the contract and must be kept available for inspection during that time.
      (4) The company must give notice to the Registrar—
      (a) of the place at which the copies and memoranda are kept available for inspection, and
      (b) of any change in that place,
      unless they have at all times been kept at the company's registered office.
      (5) If default is made in complying with subsection (1), (2) or (3), or default is made for 14 days in complying with subsection (4), a contravention of these Regulations is committed by every officer of the company who is in default.
      (6) A person who commits the contravention referred to in subsection (5) shall be liable to a level 1 fine.
      (7) The provisions of this section apply to a variation of a director's service contract as they apply to the original contract.

    • 216. Right of member to inspect and request copy

      (1) Every copy or memorandum required to be kept under section 215 (copy of contract or memorandum of terms to be available for inspection) must be open to inspection by any member of the company without charge.
      (2) Any member of the company is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any such copy or memorandum.

      The copy must be provided within seven days after the request is received by the company.
      (3) If an inspection required under subsection (1) is refused, or default is made in complying with subsection (2), a contravention of these Regulations is committed by every officer of the company who is in default.
      (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 2 fine.

      In the case of any such refusal or default the Court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requiring it.

    • 217. Directors' service contracts: application of provisions to shadow directors

      A shadow director is treated as a director for the purposes of the provisions of this Chapter.