Legalize / Ireland / Act

Companies Act 2014

Type Act

Publication 2014-12-23

Last updated 2026-07-15

State Partially repealed

Text Latest available text

Source Irish Statute Book

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articles 1871

This is the most recent text the official source publishes. It is not a snapshot of the law as it stood on the date of each change.

87 amending acts · 2026-07-15, NATIONAL TREASURY MANAGEMENT AGENCY (MISCELLANEOUS PROVISIONS) ACT 2026

Act to consolidate, with amendments, certain enactments relating to companies and to provide for related matters

Reform history JSON API

(f) adducing evidence of transactions, changes in ownership or dispositions of shares having taken place;

(g) compliance with applicable accounting, regulatory or tax requirements;

(h) compliance with any direction, instruction or other request from a regulatory or supervisory body;

(i) compliance with any provision of this Act.

(7) An intermediary that discloses information regarding the identity of a shareholder in accordance with this section shall not be considered to be in breach of any restriction on disclosure of information imposed by contract or by any legislative, regulatory or administrative provision.

(8) This section shall come into operation on 3 September 2020.]

1110C. F911[Transmission of information

1110C.(1) Subject to subsection (3), where a shareholder in a traded PLC requires information in order to exercise rights attaching to the shareholder’s shares, the traded PLC shall, as soon as practicable after becoming aware of that requirement, provide an intermediary that provides services in relation to that shareholder’s shares with—

(a) that information, or

(b) where the information is available on the traded PLC’s website, a notice indicating where on the website the information can be found.

(2)
(a) Subject to paragraph (b) and subsection (3), an intermediary (in this subsection referred to as a "relevant intermediary") who is provided with the relevant information shall, as soon as practicable, transmit the relevant information to the shareholder to whom it relates.

(b) Where a relevant intermediary cannot transmit the relevant information directly to the shareholder to whom it relates, and the relevant intermediary is part of a chain of intermediaries, the relevant intermediary shall, as soon as practicable, transmit the relevant information to each other intermediary in the chain of intermediaries known to the relevant intermediary as being part of the chain.

(c) An intermediary to whom relevant information is transmitted under paragraph (b) and who can transmit the relevant information directly to the shareholder to whom it relates shall, as soon as practicable, transmit the information directly to that shareholder.

(3) Where a traded PLC transmits relevant information directly to the shareholder to whom it relates, subsections (1) and (2) shall not apply in so far as that information is concerned.

(4)
(a) Subject to paragraphs (b) and (c), where a shareholder in a traded PLC has given to an intermediary (in this subsection referred to as a "relevant intermediary") an instruction relating to the exercise of rights attaching to the shareholder’s shares (in this subsection referred to as the "relevant instruction"), the intermediary shall, as soon as practicable and in accordance with the relevant instruction, transmit the information to which the relevant instruction relates to the traded PLC.

(b) Where the relevant intermediary cannot transmit the information to which the relevant instruction relates directly to the traded PLC in accordance with the relevant instruction, and the intermediary is part of a chain of intermediaries, the relevant intermediary shall, as soon as practicable, transmit the relevant instruction to each other intermediary in the chain of intermediaries known to the relevant intermediary as being part of the chain.

(c) An intermediary to whom the relevant instruction is transmitted under paragraph (b), and who can transmit the information to which the relevant instruction relates directly to the traded PLC, shall, as soon as practicable and in accordance with the relevant instruction, transmit that information directly to the traded PLC.

(5) A shareholder in a traded PLC may nominate a third party to be the person to receive information or notifications under this section on the shareholder’s behalf and, accordingly, references in this section to "shareholder" shall be construed as including any such third party.

(6) In this section, "relevant information" means, as appropriate, the information referred to in paragraph (a), or the notice referred to in paragraph (b), of subsection (1).

(7) This section shall come into operation on 3 September 2020.]

1110D. F912[Facilitation of exercise of shareholder rights

1110D. (1) Where an intermediary provides services to a shareholder in relation to shares, the intermediary shall facilitate the exercise of the shareholder’s rights by—

(a) making the necessary arrangements for the shareholder to exercise the rights attaching to the shareholder’s shares, or

(b) exercising the rights attaching to the shareholder’s shares upon the explicit authorisation and instruction of the shareholder, and for the shareholder’s benefit.

(2) When votes in a general meeting of a traded PLC are cast electronically, the traded PLC shall send, as soon as practicable, to each person who has cast such a vote, an electronic confirmation of receipt of the vote.

(3)
(a) Subject to paragraph (b), where a shareholder’s vote has been validly recorded and counted at a general meeting of a traded PLC, the traded PLC shall, upon request by the shareholder, provide the shareholder with a confirmation that the vote has been validly recorded and counted.

(b) Paragraph (a) shall not apply where information on whether or not a vote cast at a general meeting has been validly recorded and counted by the traded PLC is otherwise available to the person casting the vote or to the person on whose behalf the vote was cast, as the case may be.

(4) Subject to subsection (5), where an intermediary receives a confirmation under subsection (2) or (3), the intermediary shall, as soon as practicable, transmit the confirmation to the shareholder to whom the confirmation relates.

(5)
(a) Subject to paragraph (b), an intermediary (in this subsection referred to as a ‘relevant intermediary’) who is provided with a confirmation under subsection (2) or (3) (in this subsection referred to as the "relevant confirmation"), shall, as soon as practicable, transmit the relevant confirmation to the shareholder to whom it relates.

(b) Where—

(i) it is not possible for the relevant intermediary to transmit the relevant confirmation directly to the shareholder to whom it relates, and

(ii) the relevant intermediary is part of a chain of intermediaries,

the relevant intermediary shall, as soon as practicable, transmit the relevant confirmation to each other intermediary in the chain of intermediaries known to the relevant intermediary as being part of the chain.

(c) An intermediary to whom a relevant confirmation is transmitted under paragraph (b) and who can transmit the relevant confirmation directly to the shareholder to whom it relates shall, as soon as practicable, transmit the relevant confirmation directly to that shareholder.

(6) A shareholder in a traded PLC may nominate a third party to exercise rights, make requests, receive confirmations and carry out any other functions under this section on the shareholder’s behalf, and, accordingly, references in this section to "shareholder" shall be construed as including any such third party.

(7) This section shall come into operation on 3 September 2020.]

1110E. F913[ Non discrimination, proportionality and transparency of costs

1110E. (1) Where an intermediary charges a fee for providing a service under this Chapter, the intermediary shall publicly disclose the fee charged for such service.

(2) Subject to subsection (3), where an intermediary charges a shareholder, traded PLC or intermediary a fee for providing a service under this Chapter, the first-mentioned intermediary shall not charge a different fee for providing the service on a cross-border basis than the fee it charges for providing that service in the State.

(3) An intermediary may charge a different fee for providing a service on a cross-border basis than the fee it charges for providing the service in the State where the difference between the fees charged—

(a) is duly justified, and

(b) reflects the difference between—

(i) the actual costs incurred by the intermediary in providing the service on a cross-border basis, and

(ii) the actual costs incurred by the intermediary in providing the service in the State.]

F914[CHAPTER 8B Transparency of institutional investors, asset managers and proxy advisors]

1110F. F915[ Interpretation and application (Chapter 8B)

1110F. (1) In this Chapter—

"engagement activity" means any activity, action, plan or document that is carried out or made for the purpose of giving effect to an engagement policy;

"relevant asset manager" means an asset manager—

(a) that invests in shares traded on a regulated market on behalf of investors, and

(b) in respect of which the competent Member State, within the meaning of Article 1(2)(a) of the Shareholders’ Rights Directive, is the State;

"relevant institutional investor" means an institutional investor—

(a) that invests, whether directly or through an asset manager, in shares traded on a regulated market, and

(b) in respect of which the competent Member State, within the meaning of Article 1(2)(a) of the Shareholders’ Rights Directive, is the State.

(2) A word or expression that is used in this Chapter and is also used in the Shareholders’ Rights Directive has, unless the context otherwise requires, the same meaning in this Chapter as it has in that Directive.]

1110G. F916[Engagement policy - institutional investors

1110G. (1) Subject to subsection (2), a relevant institutional investor shall develop and publicly disclose an engagement policy in accordance with this section.

(2) Where a relevant institutional investor does not develop and publicly disclose an engagement policy in accordance with this section, the relevant institutional investor shall publicly disclose a clear and reasoned explanation for its failure to do so.

(3) The engagement policy developed under subsection (1) shall describe how the relevant institutional investor—

(a) integrates shareholder engagement in its investment strategy,

(b) monitors investee companies on relevant matters, including strategy, financial and non-financial performance and risk, capital structure, social and environmental impact and corporate governance,

(d) exercises voting rights and other rights attached to shares,

(e) cooperates with other shareholders,

(f) communicates with relevant stakeholders of the investee companies, and

(g) manages actual and potential conflicts of interest in relation to its engagement.

(4) Subject to subsections (5) and (6), a relevant institutional investor that has developed an engagement policy in accordance with this section shall, on an annual basis, publicly disclose how its engagement policy has been implemented, in a manner that includes—

(a) a general description of voting behaviour,

(b) an explanation of the most significant votes taken,

(d) information on how it has cast votes in the general meetings of companies in which it holds shares.

(5) A disclosure under subsection (4) may exclude information regarding votes that are insignificant due to the subject matter of the vote or the size of the holding in the company in question.

(6) Where a relevant institutional investor does not, in a given year, publicly disclose how its engagement policy has been implemented in accordance with subsection (4), the relevant institutional investor shall publicly disclose a clear and reasoned explanation for its failure to do so.

(7)
(a) Rules that apply to a relevant institutional investor regarding conflicts of interest shall also apply to a relevant institutional investor regarding the engagement activities.

(b) For the purposes of paragraph (a), rules that apply to a relevant institutional investor regarding conflicts of interest include the following:

(i) Article 14 of Directive 2011/61/EU of the European Parliament and the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No. 1060/2009 and (EU) No. 1095/2010⁶;

(ii) Articles 12(1)(b) and 14(1)(d) of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS)⁵, and the relevant implementing rules and technical standards under that Directive;

(iii) Article 23 of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (recast)².

(8) Where an asset manager implements an engagement policy on behalf of a relevant institutional investor, and such implementation involves the casting of a vote by that asset manager on behalf of the relevant institutional investor, the relevant institutional investor shall publicly disclose where the asset manager has published information regarding the casting of that vote.

(9) A requirement in this section to publicly disclose any matter shall be read as a requirement to make the matter available free of charge on the website of the relevant institutional investor that is subject to the requirement.]

1110H. F917[Engagement policy - asset managers

1110H. (1) Subject to subsection (2), a relevant asset manager shall develop and publicly disclose an engagement policy in accordance with this section.

(2) A relevant asset manager who does not develop and publicly disclose an engagement policy in accordance with this section shall publicly disclose a clear and reasoned explanation for its failure to do so.

(3) The engagement policy developed under subsection (1) shall describe how the relevant asset manager—

(a) integrates shareholder engagement in its investment strategy,

(b) monitors investee companies on relevant matters, including strategy, financial and non-financial performance and risk, capital structure, social and environmental impact and corporate governance,

(d) exercises voting rights and other rights attached to shares,

(e) cooperates with other shareholders,

(f) communicates with relevant stakeholders of the investee companies, and

(g) manages actual and potential conflicts of interest in relation to its engagement.

(4) Subject to subsections (5) and (6), a relevant asset manager that has developed an engagement policy in accordance with this section shall, on an annual basis, publicly disclose how its engagement policy has been implemented, in a manner that includes—

(a) a general description of voting behaviour,

(b) an explanation of the most significant votes taken,

(d) information on how it has cast votes in the general meetings of companies in which it holds shares.

(5) A disclosure under subsection (4) may exclude information regarding votes that are insignificant due to the subject matter of the vote or the size of the holding in the company in question.

(6) Where a relevant asset manager does not, in a given year, publicly disclose how its engagement policy has been implemented in accordance with subsection (4), the relevant asset manager shall publicly disclose a clear and reasoned explanation for its failure to do so.

(7)
(a) Rules that apply to a relevant asset manager regarding conflicts of interest shall also apply to a relevant asset manager regarding the engagement activities.

(b) For the purposes of paragraph (a), rules that apply to a relevant asset manager regarding conflicts of interest include the following:

(i) Article 14 of Directive 2011/61/EU of the European Parliament and the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No. 1060/2009 and (EU) No. 1095/2010⁶;

(ii) Article 12(1)(b) and 14(1)(d) of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS)⁵, and the relevant implementing rules and technical standards under that Directive;

(iii) Article 23 of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (recast)².

(8) A requirement in this section to publicly disclose any matter shall be read as a requirement to make the matter available free of charge on the website of the relevant asset manager that is subject to the requirement.]

1110I. F918[Investment strategy of institutional investors and arrangements with asset managers

1110I. (1) A relevant institutional investor shall publicly disclose how the main elements of its equity investment strategy are consistent with the profile and duration of its liabilities, in particular its long-term liabilities, and such disclosure shall include how those elements contribute to the medium to long-term performance of its assets.

(2) Where an asset manager invests on behalf of a relevant institutional investor, whether on a discretionary client-by-client basis or through a collective investment undertaking, the relevant institutional investor shall publicly disclose the following information regarding its arrangement with the asset manager:

(a) how that arrangement incentivises the asset manager to align its investment strategy and decisions with the profile and duration of the liabilities of the relevant institutional investor, in particular long-term liabilities;

(b) how that arrangement incentivises the asset manager to—

(i) make investment decisions based on assessments about the medium to long-term financial and non-financial performance of the investee company, and

(ii) engage with investee companies in order to improve their performance in the medium to long term;

(c) how the method and time horizon of the evaluation of the asset manager’s performance and the remuneration for asset management services—

(i) are in line with the profile and duration of the liabilities of the relevant institutional investor, in particular the long-term liabilities, and

(ii) take absolute long-term performance into account;

(d) how the relevant institutional investor monitors portfolio turnover costs incurred by the asset manager and how it defines and monitors a targeted portfolio turnover or turnover range;

(e) the duration of the arrangement with the asset manager.

(3) Where the public disclosure under subsection (2) does not contain all of the elements specified in paragraphs (a) to (e) of that subsection, the relevant institutional investor shall publicly disclose a clear and reasoned explanation as to why such elements are not included.

(4) A requirement in this section to publicly disclose any matter shall be read as a requirement to—

(a) make the matter available free of charge on the website of the person that is subject to the requirement, and

(b) update the matter on an annual basis, unless there is no material change to the matter since it was last updated.

(5) An institutional investor that is regulated by Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (recast)¹¹ may include the information referred to in subsections (1) and (2) in its report on solvency and financial condition under Chapter 3 of Part 4 of the European Union (Insurance and Reinsurance) Regulations 2015 (S.I. No. 485 of 2015).]

1110J. F919[Transparency of asset managers

1110J. (1) Subject to subsection (4), where an asset manager that is a relevant asset manager has entered into an arrangement referred to in section 1110I(2), with an institutional investor, to invest on the institutional investor’s behalf, the relevant asset manager shall disclose, on an annual basis and complying with subsections (2) and (3), to the institutional investor how its investment strategy and implementation thereof—

(a) complies with that arrangement, and

(b) contributes to the medium to long-term performance of the assets of the institutional investor or of a fund managed by the institutional investor.

(2) The disclosure referred to in subsection (1) shall include reporting on—

(a) the key material medium to long-term risks associated with the investments,

(b) portfolio composition,

(d) the use of proxy advisors for the purpose of engagement activities, and

(e) the asset manager’s policy on securities lending and how it is applied to engagement activities, if applicable, particularly at the time of the general meeting of the investee companies.

(3) The disclosure referred to in subsection (1) shall also include information on—

(a) whether and, if so, how the relevant asset manager makes investments decisions based on its evaluation of medium to long-term performance of the investee company, including non-financial performance, and

(b) whether and, if so, which conflicts of interest have arisen in connection with engagement activities and how the asset manager has dealt with them.

(4) Where the information to be disclosed in accordance with subsections (1) to (3) is publicly available, the relevant asset manager shall not be required to provide that information to the institutional investor directly.]

1110K. F920[Transparency of proxy advisors

1110K. (1) Where a relevant proxy advisor applies a code of conduct, it shall publicly disclose, on an annual basis—

(a) a reference to the code of conduct, and

(b) a report on its application of the code of conduct.

(2) Where a relevant proxy advisor does not apply a code of conduct, the relevant proxy advisor shall, on an annual basis, publicly disclose a clear and reasoned explanation for its failure to do so.

(3) Where a relevant proxy advisor applies a code of conduct but departs from it, the relevant proxy advisor shall publicly disclose, on an annual basis—

(a) the ways in which the code of conduct was departed from,

(b) an explanation for the departure from the code of conduct, and

(4)
(a) Subject to paragraph (c), a relevant proxy advisor shall publicly disclose the following information in relation to the preparation of its research, advice and voting recommendations:

(i) the essential features of the methodologies and models applied;

(ii) the main information sources used;

(iii) the procedures put in place to ensure the quality of the research, advice and voting recommendations and qualifications of the staff involved;

(iv) whether and, if so, how the relevant proxy advisor took national market, legal, regulatory and company-specific conditions into account;

(v) the essential features of the voting policies applied for each market;

(vi) whether the relevant proxy advisor has dialogues with the companies, and the stakeholders of the companies, which are the object of the relevant proxy advisor’s research, advice or voting recommendations and the extent and nature of those dialogues;

(vii) the policy regarding the prevention and management of potential conflicts of interest.

(b) The information specified in this subsection shall be made publicly available throughout a period of at least 3 years from the date of publication.

(c) Where the information specified in this subsection forms part of a public disclosure under subsections (1) to (3), the relevant proxy advisor may elect not to disclose that information separately under this subsection.

(5) A relevant proxy advisor shall identify and, as soon as practicable, disclose to its clients—

(a) any actual or potential conflicts of interest or business relationships that may influence the preparation of the relevant proxy advisor’s research, advice or voting recommendations, and

(b) the actions the relevant proxy advisor has undertaken to eliminate, mitigate or manage the actual or potential conflicts of interest.

(6) A requirement in this section to publicly disclose any matter shall be read as a requirement to make the matter available free of charge on the website of the relevant proxy advisor that is subject to the requirement.

(7) In this section, "relevant proxy advisor" means a proxy advisor—

(a) that provides services to shareholders with respect to shares that are admitted to trading on a regulated market in any Member State, and

(b) in respect of which the competent Member State, within the meaning of Article 1(2)(b) of the Shareholders’ Rights Directive, is the State.]

1110L. F922[ Interpretation and application (Chapter 8C)

1110L. (1) In this Chapter and Schedule 21—

"General Data Protection Regulation" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)⁷;

"personal data" has the meaning assigned to it in the General Data Protection Regulation;

"special categories of personal data" has the meaning assigned to it in the General Data Protection Regulation;

"traded PLC" has the meaning assigned to it by section 1099(4).

(2) A word or expression that is used in this Chapter and is also used in the Shareholders’ Rights Directive has, unless the context otherwise requires, the same meaning in this Chapter as it has in that Directive.]

1110M. F923[Right to vote on remuneration policy

1110M. (1) A traded PLC shall—

(a) prepare a policy regarding the remuneration of its directors in accordance with subsection (6) (in this section referred to as a "remuneration policy"), and

(b) cause a vote on the remuneration policy (in this section referred to as a "remuneration vote") to be held at a general meeting of the traded PLC.

(2) Subject to any provision of the traded PLC’s constitution making a remuneration vote binding on the traded PLC (in this section referred to as a "binding vote"), a remuneration vote shall be advisory (in this section referred to as an "advisory vote").

(3)
(a) Subject to subsection (8), where a remuneration policy is approved by a binding vote, the traded PLC shall pay remuneration to its directors in accordance with the remuneration policy to which that vote related.

(b) Where a binding vote is held on a remuneration policy, and the remuneration policy is not approved by that vote, the traded PLC shall—

(i) prepare a revised remuneration policy and cause a remuneration vote to be held in respect of the revised remuneration policy at the following general meeting, and

(ii) subject to subsection (8), until such time as the remuneration vote referred to in subparagraph (i) is held—

(I) where the traded PLC has previously approved a remuneration policy by a binding vote, pay its directors in accordance with that remuneration policy, or

(II) where the traded PLC has not previously approved a remuneration policy by a binding vote, pay its directors in accordance with its existing practices.

(4)
(a) Subject to subsection (8), following an advisory vote, and regardless of the outcome of the vote, a traded PLC shall pay its directors in accordance with—

(i) the remuneration policy to which that vote related, or

(ii) a remuneration policy that has previously been approved by a remuneration vote.

(b) Where an advisory vote is held on a remuneration policy, and the remuneration policy is not approved by that vote, the traded PLC shall prepare a revised remuneration policy and hold a remuneration vote in respect of that revised policy at the following general meeting.

(5)
(a) Subject to paragraph (b) of subsection (4), and paragraphs (b) and (c), a traded PLC shall hold a remuneration vote at least once every 4 years.

(b) Where, on or before the date on which the European Union (Shareholders’ Rights) Regulations 2020 come into operation, a traded PLC has—

(i) prepared a policy regarding the remuneration of its directors, regardless of whether or not that policy complies with the requirements of subsection (6), and

(ii) approved the policy referred to in paragraph (i) in general meeting of the traded PLC, the traded PLC shall not be required to hold a remuneration vote until a period of 4 years has elapsed from the date on which the approval mentioned in subparagraph (ii) was given.

(c) Notwithstanding any provision of this subsection, a traded PLC shall cause a remuneration vote to be held in respect of every material change to the traded PLC’s remuneration policy, or to a policy referred to in paragraph (b).

(6) The remuneration policy shall—

(a) explain how it contributes to the traded PLC’s business strategy and long-term interests and sustainability,

(b) be clear and understandable,

(c) describe the different components of fixed and variable remuneration, including all bonuses and other benefits in whatever form, which can be awarded to directors, and indicate their relative proportion,

(d) explain how, if at all, the pay and employment conditions of employees of the traded PLC were taken into account when establishing the remuneration policy,

(e) set clear, comprehensive and varied criteria for the award of variable remuneration awarded by the traded PLC, if any,

(f) specify information on any deferral periods and on the possibility for the traded PLC to reclaim the variable remuneration referred to in paragraph (e),

(g) indicate financial and non-financial performance criteria, including, where appropriate, criteria relating to corporate social responsibility, and explain how they contribute to the traded PLC’s business strategy and long-term interests and sustainability,

(h) indicate the methods applied, or to be applied, to determine the extent to which the performance criteria referred to in paragraph (g) have been fulfilled,

(i) where the traded PLC awards remuneration in the form of, or based on, shares, specify vesting periods and, where applicable, retention of shares after vesting and explain how the share-based remuneration contributes to the traded PLC’s business strategy and long-term interests and sustainability,

(j) indicate the duration of the contracts or arrangements with directors and the applicable notice periods, the main characteristics of supplementary pension or early retirement schemes and the terms of the termination and payments linked to termination,

(k) explain the decision-making process followed for its determination, review and implementation, including measures to avoid or manage conflicts of interest and, where applicable, the role of a remuneration committee or other committees concerned,

(l) describe and explain all significant changes, if any, as against the traded PLC’s previous remuneration policy,

(m) describe and explain how the remuneration policy takes into account—

(i) the votes and views of shareholders on the policy, and

(ii) any remuneration reports since the most recent vote on the remuneration policy, and

(n) set out the elements, if any, of the policy from which the traded PLC may derogate in accordance with subsection (8), and the procedural conditions required for such a derogation.

(7)
(a) A traded PLC shall, as soon as practicable after the holding of a remuneration vote, publish on its website, free of charge—

(i) the remuneration policy to which the vote related,

(ii) the date of the remuneration vote, and

(iii) the results of the remuneration vote in accordance with section 1110.

(b) Where a remuneration policy is approved by a remuneration vote, the traded PLC shall maintain the information published under paragraph (a) on its website, free of charge, for as long as the remuneration policy to which the vote related is applicable.

(8) Notwithstanding any other provision of this section, a traded PLC may temporarily derogate from its remuneration policy where—

(a) doing so is necessary in exceptional circumstances, to serve the long-term interests and sustainability of the traded PLC as a whole or to assure its viability, and

(b) the derogation is in accordance with the procedural conditions and other provisions on derogation set out in the remuneration policy.

(9) In this section, a reference to "director" includes, in addition to the meaning assigned to that expression by section 2(1), a reference to—

(a) a chief executive officer of a traded PLC, and

(b) a deputy chief executive officer of a traded PLC,

where such positions exist in relation to a traded PLC and by whatever name called.

(10) This section applies, in so far as it relates to a traded PLC, to the traded PLC’s financial years commencing on or after 10 June 2019.]

1110N. F924[ Remuneration report

1110N. (1) A traded PLC shall prepare a report in accordance with this section providing a comprehensive overview of the remuneration awarded or due, during the most recent financial year, to all of its directors in accordance with a remuneration policy prepared under section 1110M (referred to in this section as a "remuneration report").

(2) The remuneration report shall be clear and understandable and, where applicable, contain the following information regarding each director’s remuneration:

(a) the total remuneration broken down into its various components;

(b) the relative proportion of fixed and variable remuneration;

(c) an explanation of how the total remuneration complies with the adopted remuneration policy, including how it contributes to the long-term performance of the traded PLC;

(d) information on the application of performance criteria;

(e) the annual change of—

(i) remuneration,

(ii) the performance of the traded PLC, and

(iii) average remuneration, on a full-time equivalent basis, of employees of the traded PLC other than directors over the 5 most recent financial years since the coming into operation of the European Union (Shareholders’ Rights) Regulations 2020, or the 5 most recent financial years in respect of which such information is available, presented together in a manner which permits comparison;

(f) any remuneration from any undertaking belonging to the same group, as defined in section 274(1);

(g) the number of shares and share options granted or offered, as well as the main conditions for the exercise of the rights including the exercise price and date and any change thereof;

(h) information on the use of the possibility to reclaim variable remuneration;

(i) information on any deviations from the procedure for the implementation of the remuneration policy referred to in section 1110M;

(j) information on any derogations from the remuneration policy availed of under section 1110M(8), including an explanation of the exceptional circumstances in question and an indication of the specific elements derogated from.

(3) A traded PLC shall not include in the remuneration report—

(a) special categories of personal data of individual directors, or

(b) personal data relating to the family situation of individual directors.

(4) Subject to subsection (5), a traded PLC may process the personal data of directors, which are included in the remuneration report in accordance with this section, for the purpose of increasing corporate transparency as regards directors’ remuneration with a view to enhancing directors’ accountability and shareholder oversight over directors’ remuneration.

(5) Without prejudice to any longer period laid down by any applicable provision of European Union law, a traded PLC shall not make the personal data of directors included in a remuneration report pursuant to subsection (4) publicly available after a period of 10 years from the publication of the remuneration report has expired.

(6) A traded PLC shall cause a vote to be held in general meeting on the remuneration report prepared in respect of the most recent financial year.

(7) When a vote is held under subsection (6), the traded PLC shall explain in the first remuneration report prepared after the vote how that vote has been taken into account.

(8)
(a) Subject to paragraph (b), after a general meeting at which a vote under subsection (6) is held, the traded PLC shall make the remuneration report to which the vote related publicly available on its website, free of charge, for a period of 10 years.

(b) A traded PLC may keep the remuneration report publicly available on its website for a period longer than 10 years provided that the report does not contain the personal data of directors.

(9) The statutory auditors of a traded PLC, when preparing the report required by section 391 in respect of the traded PLC, shall ascertain whether the traded PLC has, in respect of the financial year immediately preceding the financial year that is the subject of the report, provided the information required under this section and, where the traded PLC has not provided the information required by this section, the statutory auditors shall state that fact in the report.

(10)
(a) The directors of a traded PLC shall ensure that the remuneration report is prepared and published in accordance with this section.

(b) Notwithstanding section 1110L(2), in this subsection ‘directors’ shall be interpreted in accordance with section 2(1).

(11) In this section—

(a) other than in subsection (10), a reference to "director" includes, in addition to the meaning assigned to that expression by section 2(1), a reference to—

(i) a former director,

(ii) a chief executive officer, where such a position exists in relation to a traded PLC and by whatever name called, and

(iii) a deputy chief executive officer, where such a position exists in relation to a traded PLC and by whatever name called, and

(b) a reference to "remuneration awarded or due" includes a reference to all benefits in whatever form awarded or due.

(12) This section, in so far as it relates to a traded PLC, applies to the traded PLC’s financial years commencing on or after 10 June 2019.]

1110O. (1) Subject to subsection (5), when entering into a material transaction with a related party, a traded PLC shall publicly announce the transaction no later than at the conclusion of the transaction.

(2) An announcement under subsection (1) shall contain—

(a) information on the nature of the related party relationship,

(b) the name of the related party,

(d) any other information necessary to assess whether or not the transaction is fair and reasonable from the perspective of the traded PLC and of the shareholders who are not a related party, including minority shareholders.

(3)
(a) Subject to subsections (4) and (5), a traded PLC shall not enter into a material transaction with a related party without the transaction being approved, prior to the conclusion of the transaction, by a resolution of the traded PLC in general meeting.

(b) A traded PLC shall ensure that the approval under paragraph (a) is carried out in a way that—

(i) prevents the related party from taking advantage of its position, and

(ii) provides adequate protection for the interests of the traded PLC and of any shareholder who is not a related party, including minority shareholders.

(4) Where a related party transaction entered into, or to be entered into, by a traded PLC involves a shareholder of the traded PLC, that shareholder shall not take part in the approval referred to in subsection (3).

(5)
(a) Subsections (1) to (3) shall not apply to—

(i) a transaction entered into in the ordinary course of business and concluded on normal market terms,

(ii) transactions entered into between a traded PLC and its subsidiary, or a number of its subsidiaries, provided that—

(I) the subsidiary or subsidiaries are wholly owned by the traded PLC, or

(II) no related party of the traded PLC has an interest in the subsidiary or subsidiaries, as the case may be,

(iii) transactions regarding remuneration of directors, or certain elements of remuneration of directors, awarded or due in accordance with section 1110M, or

(iv) transactions offered to all shareholders on the same terms where equal treatment of all shareholders and protection of the interests of the traded PLC are ensured.

(b) In subparagraph (iii) of paragraph (a), "director" has the same meaning as it has in section 1110M.

(6)
(a) The directors of a traded PLC shall, as soon as practicable, establish an internal procedure to assess whether or not transactions are entered into in the ordinary course of business and concluded on normal market terms for the purposes of paragraph (5)(a)(i).

(b) A related party shall not take part in an assessment under this subsection.

(c) Notwithstanding section 1110L(2), in this subsection "directors" shall be interpreted in accordance with section 2(1).

(7) When a related party of a traded PLC enters into a material transaction with a subsidiary of that traded PLC, the traded PLC shall publicly announce the material transaction no later than at the conclusion of the transaction.

(8) A traded PLC shall ensure that all transactions with the same related party that have been concluded—

(a) in any 12-month period, or

(b) in the same financial year,

are aggregated for the purposes of assessing if the transactions, when aggregated, constitute a material transaction.

(9) This section is without prejudice to the rules on public disclosure of inside information as referred to in Article 17 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC¹².

(10) This section is in addition to, and not in substitution for, the provisions of this Act, or the general law, that constrain, in certain circumstances, dealings in property of a company and that provide for remedies in certain cases where those constraints are not observed.

(11) In this section—

"class test" means any one of the 4 tests set out in Schedule 21;

"material transaction" means a transaction in which any percentage ratio, calculated in accordance with one or more class tests, is 5% or more;

"percentage ratio" means, in relation to a transaction, a figure, expressed as a percentage, that results from applying a calculation under a class test to the transaction;

"related party transaction" means a transaction between a traded PLC and its related party.]

F926[CHAPTER 8D Offences and penalties]

1110P. F927[Offences and penalties

1110P. (1) Where a person fails to comply with any of the following provisions, that person and, where that person is a company, the company and any officer of it who is in default, shall be guilty of a category 3 offence:

(a) subsection (3) or (4) of section 1103 (subject to subsection (2));

(b) subsection (3) of section 1110;

(d) subsection (1), (2) or (4) of section 1110C;

(e) subsection (1), (2), (3), (4) or (5) of section 1110D;

(f) subsection (1) or (2) of section 1110E;

(g) subsection (2), (6) or (8) of section 1110G;

(h) subsection (2) or (6) of section 1110H;

(i) subsection (1), (2) or (3) of section 1110I;

(j) subsection (1) of section 1110J;

(k) subsection (2), (3), (4) or (5) of section 1110K;

(l) subsection (1), (3), (4), (5)(a) or (c) or (7) of section 1110M;

(m) subsection (1), (6), (7) or (8) of section 1110N;

(n) subsection (1), (2), (3), (4), (7) or (8) of section 1110O.

(2) A person who fails to comply with paragraph (3)(e) of section 1103 does not commit an offence where that person has complied with subsection (5) of that section.]

CHAPTER 9 Duties of directors and other officers

1111. Obligation to convene extraordinary general meeting in event of serious loss of capital

1111. (1) Where the net assets of a PLC are half or less of the amount of the PLC’s called-up share capital, the directors of the PLC shall, not later than 28 days after the earliest day on which that fact is known to a director of the PLC (the “relevant day”), duly convene an extraordinary general meeting of the PLC.

(2) That extraordinary general meeting shall be convened—

(a) for the purpose of considering whether any, and if so what, measures should be taken to deal with the situation; and

(b) for a date not later than 56 days after the relevant day.

(3) If there is a failure to convene an extraordinary general meeting of a PLC as required by subsections (1) and (2), each of the directors of the PLC who—

(a) knowingly and intentionally authorises or permits that failure, or

(b) after the expiry of the period during which that meeting should have been convened, knowingly and intentionally authorises or permits that failure to continue,

shall be guilty of a category 3 offence.

(4) Nothing in this section shall be taken as authorising the consideration, at an extraordinary general meeting convened in pursuance of this section, of any matter which could not have been considered at that meeting apart from this section.

F928[(5) This section shall not have effect in respect of a company to which the resolution tools, powers or mechanisms provided for in Part 4 of the Bank Recovery and Resolution Regulations are applied or exercised.]

1112. Qualifications of secretary of a PLC

1112. (1) The directors of a PLC shall have a duty to ensure that the person appointed as secretary has the skills or resources necessary to discharge his or her statutory and other duties and that the person complies with one, or more than one, of the following 3 conditions.

(2) Those conditions are—

(a) the person, for at least 3 years of the 5 years immediately preceding his or her appointment as secretary, held the office of secretary of a company;

(b) the person is a member of a body for the time being recognised for the purposes of this section by the Minister;

(i) holding or having held any other position; or

(ii) his or her being a member of any other body;

appears to the directors of the PLC to be capable of discharging the duties referred to in subsection (1).

(3) Section 226 shall apply, in relation to a PLC, as if, in subsection (2), “Without prejudice to the generality of section 1112(1) and (2)” were substituted for “Without prejudice to the generality of section 129(4)”.

1113. Voting by director in respect of certain matters: prohibition and exceptions thereto

1113. Save to the extent that the PLC’s constitution provides otherwise, a director of a PLC shall not vote in respect of any contract or arrangement in which the director is interested, and if the director does so vote, the director’s vote shall not be counted, nor shall he or she be counted in the quorum present at the meeting, but neither of those prohibitions shall apply to:

(a) any arrangement for giving any director any security or indemnity in respect of money lent by the director to or obligations undertaken by the director for the benefit of the PLC; or

(b) any arrangement for the giving by the PLC of any security to a third party in respect of a debt or obligation of the PLC for which the director himself or herself has assumed responsibility in whole or in part under a guarantee or indemnity or by the deposit of security; or

(d) any contract or arrangement with any other company in which the director is interested only as an officer of such other company or as a holder of shares or other securities in such other company,

and the operation of those prohibitions may at any time be suspended or limited to any extent and either generally or in respect of any particular contract, arrangement or transaction by the PLC in general meeting.

CHAPTER 10 Financial statements, annual return and audit

1114. Non-application of Part 6 to PLCs that are credit institutions or insurance undertakings

1114. Part 6 shall not apply to a PLC that is a credit institution or an insurance undertaking—

(a) to the extent provided by regulations made under section 3 of the European Communities Act 1972 to give effect to Community acts on accounts of credit institutions and insurance undertakings, respectively; or

(b) to the extent provided by any other enactment.

1115. Requirement for corporate governance statement and modification of certain provisions of Parts 5 and 6 as they apply to PLCs

1115. Chapter 3 of Part 23 has effect in relation to, amongst other companies, a PLC that has shares or debentures admitted to trading on a regulated market in an EEA state.

1116. Modification of definition of “IAS Regulation” in the case of PLCs

1116. The definition of “IAS Regulation” in section 274(1) shall apply in the case of PLC as if “and a reference to Article 4 of that Regulation is, where the financial statements concerned are entity financial statements or the company concerned is not a traded company (within the meaning of section 1372), a reference to Article 5 of that Regulation” were substituted for “and a reference to Article 4 of that Regulation is, in the case of a private company limited by shares, a reference to Article 5 of that Regulation”.

1116A. F929[Modification of definition of “ineligible entities” in case of PLCs

1116A. The definition of "ineligible entities" in section 275(1) shall apply to a PLC as if—

(a) in paragraph (c), "undertakings," were substituted for "undertakings, or",

(b) in paragraph (d)(ii), "shall be read accordingly, or" were substituted for "shall be read accordingly;", and

"(e) are PLCs;".]

1117. Obligation for a PLC’s statutory financial statements to be audited

1117. The directors of a PLC shall arrange for the statutory financial statements of the PLC for a financial year to be audited by statutory auditors.

1118. Statutory auditors’ report on revised financial statements and revised report

1118. Section 370 shall apply to a PLC as if, in subsection (1), “Subject to subsection (3)” were substituted for “Subject to section 371 and subsection (3)”.

1119. Summary financial statements and circulation of them to members in lieu of full financial statements

1119. (1) The directors of a PLC may prepare in respect of each financial year a summary financial statement for that financial year derived from the statutory financial statements and the directors’ report for that period, giving a fair and accurate summary account of the PLC’s financial development during that financial year and financial position at the end of that year.

(2) The summary financial statement shall be approved by the board of directors and shall be signed by them or, if there are more than 2 directors, shall be signed on their behalf by 2 of them.

(3) Where the PLC has subsidiary undertakings or undertakings of substantial interest (within the meaning of section 314), the statement shall (so far as they are dealt with in the group financial statements) give an account of the financial development and position of the PLC and its subsidiary undertakings and other such undertakings.

(4) Every summary financial statement shall include a statement of the statutory auditors’ opinion as to its consistency with the statutory financial statements of the PLC and the directors’ report and its conformity with the requirements of this section.

(5) Not later than the day specified in subsection (6), a copy of—

(a) the summary financial statement, and

(b) where it includes a qualification, the statutory auditors’ report under section 391,

may, in lieu of the documents specified in section 338(2), be sent by the PLC to every member who is entitled to notice of the meeting referred to in subsection (6) and to the Registrar.

(6) The day referred to in subsection (5) is the 21st day before the date of the annual general meeting at which the statutory financial statements and directors’ report of the PLC are to be considered.

(7) Every summary financial statement shall also include statements to the effect that—

(a) it is only a summary of information in the statutory financial statements and directors’ report;

(b) the statutory financial statements have been audited; and

(c) copies of the statutory financial statements, statutory auditors’ report and directors’ report will be available to members upon request;

and copies of those documents will, accordingly, be made available by the PLC to any member upon request.

(8) For the avoidance of doubt, the reference, in relation to non-statutory financial statements, in section 340(4) to publication does not include the sending of a summary financial statement to a member in accordance with subsection (5).

(9) Section 347(2) applies for the purpose of the construction of the reference to a copy of a document in subsection (5) of this section (in so far as the reference is to a copy to be sent to the Registrar) as it applies for the purpose of the construction of the reference to a copy of a document in section 347(1).

1120. Application of sections 310 to 313

1120. (1) For the purposes of this Part, sections 310 to 313 shall apply as if, in those sections, there were substituted for the references to a holding company of a credit institution preparing financial statements references to a PLC that is a credit institution preparing financial statements; but this adaptation does not displace those sections’ application in cases where—

(a) the holding company of the company concerned is a PLC that is a credit institution, or

(b) both the holding company and the company concerned are credit institutions.

(2) In particular, that adaptation does not limit the provisions of sections 310 to 313 that operate by reference to something that has been done to or in relation to a person connected with a director of a holding company of another company.

(3) Accordingly any exemption conferred, or requirement imposed, by any of those sections applies in respect of a transaction, arrangement or agreement (being a transaction, arrangement or agreement to which the PLC hereafter mentioned is a party) that is entered into or made with or for—

(a) a person connected with a director of a holding company of a PLC which PLC is a credit institution, or

(b) an officer of such a PLC,

as it applies in respect of a transaction, arrangement or agreement (being a transaction, arrangement or agreement to which such a PLC is a party) entered into or made with or for—

(i) a person connected with a director of such a PLC, or

(ii) an officer of such a PLC.

(4) Section 312(3) to (6) shall not apply to a credit institution which is the wholly owned subsidiary of a company incorporated in the State.

CHAPTER 11 Debentures

1121. Provisions as to register of debenture holders

1121. (1) A PLC shall keep a register of holders of debentures (the “debenture holders’ register”) of the PLC and enter therein the names and addresses of the debenture holders and the amount of debentures currently held by each.

(2) For the purposes of subsection (1), debentures do not include any debenture which does not form part of a series ranking pari passu nor any debenture which is transferable by delivery.

(3) Chapter 10 of Part 4, as adapted by subsection (4), shall apply in relation to the debenture holders’ register.

(4) For the purposes of this section, Chapter 10 of Part 4 is adapted as follows:

(a) in section 215(a), there shall be added the following definition:

“ ‘debenture holders’ register’ means the register kept by the company pursuant to section 1121(1);”;

(b) section 216(1) shall have effect as if, in addition to the registers specified in that provision as being registers to which section 216 applies, that provision specified the debenture holders’ register as being a register to which that section applies;

(c) subsection (7) of section 216 shall have effect as if after “it is closed under section 174” there were inserted “and, in the case of the debenture holders’ register, when it is deemed to be closed under section 1121(6)”; and

(d) each of subsections (9), (11) and (12) of section 216 shall have effect as if, in addition to the registers specified in the particular subsection, there were specified in the particular subsection the debenture holders’ register.

(5) Section 127(1) (access to documents during business hours) shall apply for the purposes of Chapter 10 of Part 4, as that Chapter is adapted for the purposes of this section, as it applies in relation to the relevant provisions of Part 4.

(6) For the purposes of section 216(7), as adapted by subsection (4), the debenture holders’ register shall be deemed to be closed if closed in accordance with provisions contained in—

(a) the articles of the PLC; or

(b) the debentures, or in the case of debenture stock, in the stock certificates; or

during such period or periods, not exceeding in the whole 30 days in any year, as may be specified in the document referred to in paragraph (a), (b) or (c).

(7) A copy of any trust deed for securing any issue of debentures shall be forwarded to every holder of any such debentures, at his or her request, by the PLC on payment to it of a fee of €10.00 or such less sum as may be determined by the PLC.

(8) If a copy of a trust deed referred to in subsection (7) is not forwarded by the PLC in accordance with that subsection, the PLC and any officer of it who is in default shall be guilty of a category 3 offence.

(9) In the case of a failure to comply with subsection (7), the court may, on application being made to it, make an order directing that the copy requested be forwarded to the person requesting it.

CHAPTER 12 Examinerships

1122. Petitions for examinerships

1122. Section 510 shall apply to a PLC as if the following subsections were substituted for subsections (2) and (3):

“(2) Where the company referred to in section 509 is an insurer or the holding company of an insurer, a petition may be presented only by the Central Bank, and subsection (1) shall not apply to the company.

(3) Where the company referred to in section 509 is—

(a) a credit institution or the holding company of a credit institution;

(b) a company which one or more trustee savings banks have been reorganised into pursuant to an order under section 57 of the Trustee Savings Banks Act 1989; or

(c) a company which a building society has converted itself into under Part XI of the Building Societies Act 1989,

a petition may be presented only by the Central Bank, and subsection (1) shall not apply to the company.”.

CHAPTER 12A Winding Up

1122A. F930[Application of Chapter 7 of Part 11 to PLCs

1122A. For the purposes of Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014², as amended by Directive (EU) 2017/2399 of the European Parliament and of the Council of 12 December 2017¹ F931[and Directive (EU) 2019/879 of the European Parliament and of the Council of 20 May 2019¹⁷, the application of certain provisions of Chapter 7 of Part 11 is modified, in relation to a PLC, as provided for in Chapter 1A of Part 25.]

CHAPTER 13 Reorganisations

1123. Acquisitions of uncertificated securities from dissenting shareholders

1123. (1) In this section—

“dissenting security holder” has the meaning given to it by Part 5 of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 (S.I. No. 255 of 2006);

“dissenting shareholder” has the meaning given to it by Chapter 2 of Part 9;

“relevant offeree” means an offeree company within the meaning of—

(a) Chapter 2 of Part 9; or

(b) Part 5 of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006;

which is a participating issuer;

“relevant offeror” means an offeror within the meaning of—

(a) Chapter 2 of Part 9; or

(b) Part 5 of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006;

“relevant regulations” means—

(a) the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (S.I. No. 68 of 1996) which regulations are continued in force by Schedule 6; or

(b) if regulations under section 1086 are made and those regulations—

(i) replace the regulations referred to in paragraph (a) — those replacement regulations; or

(ii) amend the regulations referred to in paragraph (a) — the latter regulations as they stand so amended.

(2) In this section each of the following:

(i) “issuer-instruction”;

(ii) “operator”;

(iii) “operator-instruction”;

(iv) “participating issuer”;

(v) “register of securities”;

(vi) “system-member”;

(vii) “uncertificated securities”;

(viii) “unit of a security”;

has the meaning given to it by the relevant regulations.

(3) Where a relevant offeror has become bound to acquire under, as the case may be—

(a) Chapter 2 of Part 9; or

(b) Part 5 of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006;

the shares or securities of a dissenting shareholder or dissenting security holder then, subsection (4) applies, in lieu of the relevant procedures specified in section 459 or Regulation 25 of the foregoing Regulations, with respect to effecting the transfer and a reference in subsection (4) to securities includes shares.

(4) The relevant offeree shall enter the relevant offeror in its register of securities as the holder of the uncertificated units of the securities concerned in place of the system-member who was, immediately prior to such entry, registered as the holder of such units as if it had received an operator-instruction requiring it to amend its register of securities in such manner.

(5) A company which amends its register of securities in accordance with subsection (4) shall forthwith notify the operator by issuer-instruction of the amendment.

CHAPTER 14 Strike off and restoration

1124. Power of Registrar to strike PLC off register

1124. (1) In addition to the cases mentioned in section 725, a PLC may be struck off the register in the circumstances and under the conditions specified in the following provisions.

(2) Where a PLC, registered as such on its original incorporation, has not been issued with a certificate under section 1010 within one year after the date on which it was registered, the Registrar may employ the following procedure.

(3) That procedure consists of there being sent by the Registrar, by registered post, the notice referred to in subsection (5) to the PLC at its registered office.

(4) The Registrar shall also send a copy of the foregoing notice by prepaid ordinary post to such persons, if any, as are recorded in the office of the Registrar as being current directors of the PLC but non-compliance with this subsection does not affect the validity of a notice that otherwise complies with subsection (3); the address to which a notice under this subsection is sent shall be the usual residential address, as recorded in the office of the Registrar, of the addressee concerned.

(5) The Registrar’s notice referred to in subsections (3) and (4) shall—

(a) state that the issue of the notice is the first step in a process that may lead to the PLC being struck off the register;

(b) state the ground for striking off being invoked by the Registrar, namely, that the PLC has not been issued with a certificate under section 1010 within one year after the date on which it was registered;

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