BP » Topics » Section 236 (Qualifying indemnity provision to be disclosed in directors report) of the 2006 Act provides:

These excerpts taken from the BP F-3ASR filed Mar 13, 2009.

Section 236 (Qualifying indemnity provision to be disclosed in directors report) of the 2006 Act provides:

(1) This section requires disclosure in the directors’ report of—

(a) qualifying third party indemnity provision, and

(b) qualifying pension scheme indemnity provision.

Such provision is referred to in this section as “qualifying indemnity provision”.

(2) If when a directors’ report is approved any qualifying indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that such provision is in force.

(3) If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of one or more persons who were then directors of the company, the report must state that such provision was in force.

Section 236 (Qualifying indemnity provision to be disclosed in directors report) of the 2006 Act
provides:

(1) This section requires disclosure in the directors’ report of—

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">(a) qualifying third party indemnity provision, and

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">(b) qualifying pension scheme indemnity provision.

FACE="Times New Roman" SIZE="2">Such provision is referred to in this section as “qualifying indemnity provision”.

(2) If
when a directors’ report is approved any qualifying indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that such provision is in force.

(3) If at any time during the financial year to which a directors’ report relates any such provision was in force for the
benefit of one or more persons who were then directors of the company, the report must state that such provision was in force.

SIZE="2">(4) If when a directors’ report is approved qualifying indemnity provision made by the company is in force for the benefit of one or more directors of an associated company, the report must state that such provision is in
force.

(5) If at any time during the financial year to which a directors’ report relates any such provision was in force
for the benefit of one or more persons who were then directors of an associated company, the report must state that such provision was in force.

SIZE="2">Section 237 (Copy of qualifying indemnity provision to be available for inspection) of the 2006 Act provides:

SIZE="2">(1) This section has effect where qualifying indemnity provision is made for a director of a company, and applies—

FACE="Times New Roman" SIZE="2">(a) to the company of which he is a director (whether the provision is made by that company or an associated company), and

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">(b) where the provision is made by an associated company, to that company.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">(2) That company or, as the case may be, each of them must keep available for inspection—

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">(a) a copy of the qualifying indemnity provision, or

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">(b) if the provision is not in writing, a written memorandum setting out its terms.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">(3) The copy or memorandum must be kept available for inspection at—

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">(a) the company’s registered office, or

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">(b) a place specified in regulations under section 1136.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">(4) The copy or memorandum must be retained by the company for at least one year from the date of termination or expiry of the provision and must be
kept available for inspection during that time.

(5) The company must give notice to the registrar—

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">(a) of the place at which the copy or memorandum is kept available for inspection, and

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">(b) of any change in that place,

SIZE="2">unless it has at all times been kept at the company’s registered office.

 


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(6) If default is made in complying with subsection (2), (3) or (4), or default is made for
14 days in complying with subsection (5), an offence is committed by every officer of the company who is in default.

(7) 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 and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard
scale.

(8) The provisions of this section apply to a variation of a qualifying indemnity provision as they apply to the original
provision.

(9) In this section “qualifying indemnity provision” means—

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">(a) qualifying third party indemnity provision, and

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">(b) qualifying pension scheme indemnity provision.

FACE="Times New Roman" SIZE="2">Section 238 (Right of member to inspect and request copy) of the 2006 Act provides:

SIZE="2">(1) Every copy or memorandum required to be kept by a company under section 237 must be open to inspection by any member of the company without charge.

FACE="Times New Roman" SIZE="2">(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.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">The copy must be provided within seven days after the request is received by the company.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">(3) If an inspection required under subsection (1) is refused, or default is made in complying with subsection (2), an offence is committed by
every officer of the company who is in default.

(4) 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 and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">(5) 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.

EXCERPTS ON THIS PAGE:

F-3ASR (2 sections)
Mar 13, 2009
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