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Accounts to include information about directors
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117. (1) In the annual accounts of an ICAV there shall be shown so far as the information is contained in the ICAV’s accounting records or the ICAV has the right to obtain it from the persons concerned—
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(a) the aggregate amount of the directors’ emoluments,
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(b) the aggregate amount of directors’, or former directors’, pensions, and
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(c) the aggregate amount of any compensation to directors or former directors in respect of loss of office.
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(2) The amount to be shown under paragraph (a) of subsection (1) —
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(a) shall include any emoluments paid to or receivable by any person in respect of his or her services as director of the ICAV or in respect of his or her services, while director of the ICAV, as director of any subsidiary of the ICAV or otherwise in connection with the management of the affairs of the ICAV or any subsidiary of the ICAV, and
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(b) shall distinguish between emoluments in respect of services as director and other emoluments.
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(3) The amount to be shown under paragraph (b) of subsection (1) —
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(a) shall not include any pension paid or receivable under a pension scheme if the scheme is such that the contributions under it are substantially adequate for the maintenance of the scheme, but subject to that, shall include any pension paid or receivable in respect of any such services of a director or former director whether to or by him or her or, on his or her nomination or by virtue of dependence on or other connection with him or her, to or by any other person, and
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(b) shall distinguish between pensions in respect of services as director and other pensions.
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(4) The amount to be shown under paragraph (c) of subsection (1) —
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(a) shall include any sums paid to or receivable by a director or former director by way of compensation for loss of office as director of the ICAV or for the loss, while director of the ICAV, or on or in connection with ceasing to be a director of the ICAV, of any other office in connection with the management of the ICAV’s affairs or of any office as director or otherwise in connection with the management of the affairs of any subsidiary of the ICAV, and
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(b) shall distinguish between compensation in respect of the office of director and compensation in respect of other offices.
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(5) The amounts to be shown under each paragraph of subsection (1) —
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(a) shall include all relevant sums paid by or receivable from—
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(i) the ICAV,
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(ii) the ICAV’s subsidiaries, and
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(iii) any other person,
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except sums to be accounted for to the ICAV or any of its subsidiaries or to former or present members of the ICAV or any of its subsidiaries or any class of those members, and
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(b) shall distinguish, in the case of the amount to be shown under paragraph (c) of subsection (1), between the sums respectively paid by or receivable from the ICAV, subsidiaries of the ICAV and persons other than the ICAV and its subsidiaries.
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(6) The amounts to be shown under this section for any financial year shall be the sums receivable in respect of that year, whenever paid, or, in the case of sums not receivable in respect of a period, the sums paid during that year, so, however, that where—
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(a) any sums are not shown in the accounts for the relevant financial year on the ground that the person receiving them is liable to account for them as mentioned in paragraph (a) of subsection (5), but the liability is thereafter wholly or partly released or is not enforced within a period of 2 years, or
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(b) any sums paid by way of expenses allowance are charged to income tax after the end of the relevant financial year,
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those sums shall, to the extent to which the liability is released or not enforced or they are so charged, be shown in the first accounts in which it is practicable to show them and shall be distinguished from the amounts to be shown in those accounts apart from this subsection.
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(7) Where it is necessary so to do for the purpose of making any distinction required by this section in any amount, the directors may apportion any payments between the matters in respect of which they have been paid or are receivable in such manner as they think appropriate.
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(8) If in the case of any accounts the requirements of this section are not complied with, it shall be the duty of the auditors of the ICAV to include in the report on the accounts, so far as they are reasonably able to do so, a statement giving the required particulars.
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(9) If an ICAV fails to comply with subsection (1), the ICAV and any officer of it who is in default commits a category 3 offence.
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(10) In this section, any reference to an ICAV’s subsidiary—
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(a) in relation to a person who is or was, while a director of the ICAV, a director also, by virtue of the ICAV’s nomination (direct or indirect), of any other body corporate shall, subject to the following paragraph, include that body corporate, whether or not it is or was in fact the ICAV’s subsidiary, and
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(b) shall, for the purposes of subsections (2) and (3), be taken as referring to a subsidiary at the time the services were rendered, and, for the purposes of subsection (4), be taken as referring to a subsidiary immediately before the loss of office as director of the ICAV.
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(11) For the purposes of this section—
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(a) references to compensation for loss of office shall include sums paid as consideration for or in connection with a person’s retirement from office;
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(b) “emoluments”, in relation to a director, includes fees and percentages, any sums paid by way of expenses allowance in so far as those sums are charged to income tax, any contribution paid in respect of the director under any pension scheme, and the estimated money value of any other benefits received by the director otherwise than in cash in so far as they are charged to income tax;
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(c) “pension” includes any superannuation allowance, superannuation gratuity or similar payment;
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(d) “pension scheme” means a scheme for the provision of pensions in respect of services as director or otherwise which is maintained in whole or in part by means of contributions and “contribution”, in relation to a pension scheme, means any payment (including an insurance premium) paid for the purposes of the scheme by or in respect of persons rendering services in respect of which pensions will or may become payable under the scheme, except that it does not include any payment in respect of 2 or more persons if the amount paid in respect of each of them is not ascertainable.
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