PART I—MATTERS OF A GENERAL NATURE ASSET VALUES
1.—(1) If significant changes in the fixed assets of the company or of any of its subsidiaries have occurred in the financial year, the report shall contain particulars of the changes.
(2) If, in the case of such assets which consist of interests in land, their market value (as at the end of the year) differs substantially, from the amount at which they are included in the balance sheet, and the difference is, in the directors’ opinion, of such significance as to require that the attention of members of the company or of holders of its debentures should be drawn to it, the report shall indicate the difference with such degree of precision as is practicable.
Directors’ Interests
2.—(1) The report shall state, with respect to each person who, at the end of the year, was a director of the company—
(a) whether or not, according to the register kept by the company for the purposes of sections 302 and 303 of this Act (director’s obligation to notify his interests in the company and companies in the same group), he was at the end of that year interested in shares in, or debentures of, the company or any other body corporate, being the company’s subsidiary or holding company or a subsidiary of the company’s holding company ;
(b) if he was so interested—
(i) the number and amount of shares in, and debentures of, each body
(specifying it) in which, according to that register, he was then interested,
(ii) whether or not (according to that register) he was, at the beginning of that year or, if he was not then a director, when he became one, interested in shares in, or debentures of, the company or any other such body corporate, and
(iii) if he was, the number and amount of shares in and debentures of, each body (specifying it) in which, according to that register, he was interested at the beginning of the year or (as the case may be) when he became a director.
(2) An interest in shares or debentures which, under sections 302 and
303 of this Act, falls to be treated as being the interest of a director is so treated for the purposes of this paragraph, and the references above to the time when a person became a director, in the case of a person who became director on more than one occasion, is the time when he first became a director.
(3) The particulars required by this paragraph may be given by way of notes to the company’s accounts in respect of the year, instead of being stated in the directors’ report.
Charitable Gifts
3.—(1) Money given for charitable purposes to a person who, when it was given, was ordinarily resident outside Nigeria is to be left out of the account.
(2) For the purpose of subparagraph (1),”Charitable purposes” means purposes which are exclusively charitable.
Miscellaneous
4. The directors’ report shall contain—
(a) particulars of any important event affecting the company or any of its subsidiaries which have occurred since the end of the year ;
(b) an indication of likely future developments in the business of the company and of its subsidiaries ;
(c) an indication of the activities (if any) of the company and its subsidiaries in the field of research and development ;
(d) names of distributors of the company’s products ; and
(e) particulars of donations and gifts made for any purpose.
PART II—DISCLOSURE REQUIRED BY COMPANY ACQUIRING ITS OWN SHARES
5. This Part of this Schedule applies where shares in a company are—
(a) purchased by the company or are acquired by it by forfeiture or surrender in lieu of forfeiture, or in pursuance of section 184 of this Act
(acquisition of own shares by company limited by shares) ;
(b) required by another person in circumstances where section 183 (3)
(b) or (c) of this Act applies (acquisition by company’s nominee, or by another with company financial assistance, the company having a beneficial interest); or
(c) made subject to a lien or other charges taken (whether expressly or otherwise) by the company and permitted by section 164 (1) or (4) of this
Act.
6. The directors’ report with respect to a year shall state—
(a) the number and nominal value of the shares so purchased, the aggregate amount of the consideration paid by the company for such shares and the reasons for their purchase ;
(b) the number and nominal value of the shares so acquired by the company, acquired by another person in such circumstances and so charged respectively during the year ;
(c) the maximum number and nominal value of shares which, having been so acquired by the company, acquired by another person in such circumstances or so charged (whether or not during that year) are held at any time by the company or that other person during the year ;
(d) where the number and nominal value of the shares of any particular description are stated in pursuance of any of the preceding sub-paragraphs, the percentage of the called up share which shares of that description represent ;
(e) where any of the shares has been so charged, the amount of the charge in each case ;
(f ) where any of the shares has been disposed of by the company or the person who acquired them in such circumstances for money or money’s worth, the amount or value of the consideration in each case ; and
(g) the excess of the selling price over the purchase price of each share resold or the excess of the cost over the selling price which was taken to capital reserve.
PART III—EMPLOYMENT AND EMPLOYEES
Employment of Disabled Persons
7. The directors’ report shall contain a statement showing how many disabled persons were employed during the year and describing the policy which the company has applied during the year—
(a) for giving full and fair consideration to applications for employment by the company made by disabled persons, having regard to their particular aptitudes and abilities ;
(b) for continuing the employment of, and for arranging appropriate training for, employees of the company who have become disabled persons during the period when they were employed by the company ; and
(c) otherwise for the training, career development and promotion of disabled persons employed by the company.
Health, Safety and Welfare at work of Company’s Employees
8. The directors’ report shall contain a statement as to the arrangement in force in the year for securing the health, safety and welfare at work of employees of the company and its subsidiaries, and for protecting other persons against risks to health or safety arising out of or in connection with the activities at work of those employees.
Employee Involvement and Training
9. The directors’ report shall contain a statement describing the action that has been taken during the year to introduce, maintain or develop arrangements aimed at—
(a) providing employees systematically with information on matters of concern to them as employees ;
(b) consulting employees or their representatives on a regular basis so that the views of employees can be taken into account in making decisions which are likely to affect their interests ;
(c) encouraging the involvement of employees in the company’s performance through an employees’ share scheme or by some other means ;
(d) achieving a common awareness on the part of all employees of the financial and economic factors affecting the performance of the company ; and
(e) showing the arrangements made or facilities provided by the company for the training of employees during the year.