“I have been sent copies of what appears to be a proforma email from David Ellis at PIRC the purpose of which (where they are a shareholder in the company) is:
“… to take advantage of section 229 of the Companies Act and request a copy of all current executive directors’ service contracts.”
He goes on to say that other companies have already provided this information on request and did so via email and a PDF attachment.
It would be of interest to know if others have had similar requests – and how you are dealing with it – and whether this request is index or sector specific.
I suppose one strategem is to prepare a memoradum for each service agreement (on basis that each agreement has changes in supplementaries built up over time) exclude personal details and then ask recipient (given explanation about personnel details and changes above) to agree to accept memorandum in lieu of actual contracts. Given that PIRC will receive something like 700 documents to review, I trust they have taken on sufficient qualified staff to cope!!
I sent a response last Wednesday with 5 pdf attachments, totalling 75MB. After several messages telling me that delivery was delayed and awaiting delivery, I received a message failure notification today (Monday 18th May). PIRC’s email system must be finding it impossible to cope with the size of files being sent to it.
Also, I noticed that the email from David Ellis does not contain any statutorily required information, not even the correct company name.
We also received this request and have reviewed it both internally and with our external legal advisers. Assuming that PIRC is actually a shareholder it does have a right to receive this information pursuant to s.229(2) of CA 2006. Check your Register. Failure to provide the material within 7 days is technically an offence under CA 2006. PIRC has no right to receive electronic copies and it may be considered safer to send hard copies as these are less likely to turn up where they shouldn’t!
Request received last Friday, clearly as part of their mass mailshot. They are on our register, so we will be complying with the request. Good point about the personal data, we will consider requesting a written assurance regarding data protection before sending and if we do not receive it, will blank out home addresses where they appear.
We have received the same email request and have confirmed that PIRC hold 1 share in the Company. Before sending anything to PIRC I have asked David Ellis to confirm his position and contact details in PIRC. Beyond that, I do not believe the request can be refused under the Companies Act although what PIRC intend to do with all those Service Contracts I do not know.
I am not sure where or why Corp-Partners fit into this either though!
We have received an email request from PIRC and once we’ve confirmed their shareholding we will send them hard copies. I can’t wait to find out the purpose for which they want all this data.
We have not received such a request, but will comply if one is made, subject to confirmation that PIRC is a shareholder.
We received this request last Friday. If they appear on our register, we will send them a PDF copy.
We will be sending them in hard copy. PDF is amendable with the right software.
We have also had a request on this from a journalist holding 1 share.
Therefore we expect more requests and have set up a standard format letter to respond.
After checking that PIRC are a shareholder we shall send them soft copy and shall not seek a fee.
Heaven knows what they are then going to do with all these contracts given that all the salient points are already publicly disclosed!
We have yet to receive a request but assume it is on its way, due to the large number of companies that have already received a request. Under the 2006 Act we are obliged to send a copy within 7 days of receipt of the request, assuming they are a shareholder. On confirmation that the request is genuine and valid, we would probably email them a pdf. Even if we sent them a hard copy it is simple for them to scan it and forward it on electronically wherever they wish so there seems little point in being difficult.
see below re fee
Fee for copy of company records
4. For the purposes of the following sections of the Act
We have recently received this request and I understand that a number of other companies also have. We are complying with the request and will e mail David with PDFs of the service contracts.
We have received the same request from PIRC. Having checked that PIRC is a shareholder, they are entitled under section 229 CA 2006 to receive copies of directors’ service contracts. The email received from PIRC does not itself comply with the legal requirements for corporate communications eg: company name, registered number and registered address. In order to ensure that this is a genuine request from a shareholder, we have asked PIRC to send a pdf of a signed letter on letterhead making a formal request for copies of all current executive directors’ service contracts. Once we have received this formal request, we will send them pdf copies within the required seven day deadline.
My company also received this request last Friday. We have established PIRC is a shareholder and therefore will comply with the request. However, I am not prepared to send service contracts out by email due to potential lack of security. Also I would like to charge a fee for production. Does anyone have any suggestions for an appropriate sum?
We will let them have them. I agree that they are too easily forwarded so will send them in such a way that this cannot be done. PIRC are always last minute merchants and nearly always make errors in their analyses although I have noticed an improvement this year.
We are pulling the information together in preparation, but when we checked on their shareholding, we found that they did hold one share 12 months ago and following a share consolidation their holding was reduced to Nil. The share in our company was held directly in the name of PENSIONS & INVESTMENT RESEARCH CONSULTANTS LIMITED.
We have asked them to confirm where their shares are held and will not respond until they confirm they are members.
I have confirmed we will send hard copy of the executive directors’ service contracts and in this instance will not require a fee. However I have asked which address they want the documents sending to.
As an afterthought I wonder whether we should be asking questions about PIRC data protection procedures and compliance with registration requirements for this sort of database.
Once we have confirmed they are a shareholder, we will send paper copies.
We have had the same request and are looking at whether we need to reply
Hmmm. We had such a request many years ago and
allowed PIRC to read and annotate from the contracts. We would have let them take a copy had they wished.
Oddly enough we haven’t had this enquiry (yet); we are are FTSE 250 Industrial General stock (not many of us left).
PIRC are always incredibly last minute so even though our AGM poll closes very soon I wouldn’t rule out receiving their usual questionnaire with, once again an instruction/request for an instant response. We generally find it impossible to respond in time so don’t.
We have received the same request from PIRC and, although we have asked them to confirm they are a shareholder, intend sending them scanned copies of the contracts in any event (on the basis that if they really want them all they have to do is buy a share).
Also received on Friday. I will wait for a reminder before responding, such response being, assuming they are shareholders, that they are entitled to come to our registered office to inspect the contracts at a mutually convenient time.
We received this on Friday and subject to checking that PIRC is a shareholder we will offer them the opportunity to come to our registered offices to inspect the documents. We will NOT be sending electronic versions (they are too easily forwarded!). If they want copies, we will offer hard copy on payment of a fee.
I received the same email last Thursday. So far, our perspective is that we need to comply with this request within 7 days. There is a reference to a fee but we will not be charging for putting the Executive Directors contracts on a PDF.
I received such a request. I have responded that I cannot find PIRC on the shareholders’ register, that I require clarification of identity of the shareholder and that I will only respond when I receive the request from the actual shareholder. I have not received a reply yet.
We have received a request and our registrars have confirmed that they hold 1 share, so we will be sending pdfs within the 7 day deadline.
We have also had this request and as PIRC holds 4 shares, we will be providing a paper copy.
I also received this same request on Friday afternoon.I have checked register and PIRC hold one share.
I have also corresponded with colleagues in other companies who have also all received the same request.
Having given this some thought, I will respond by providing scanned copies.This view was also shared by colleagues, although a few have said they will provide paper copies.
They are entitled to a hard copy subject to agreeing costs upfront.
We also propose sending my pdf provided PIRC are a shareholder. We have asked equiniti to check this out. Maybe they have nominees who are individuals?
Yes , we received the same request . I know that our lawyers have other clients who have also had the email .I will be sending them copies by email before the end of the week .
We received this request on Friday and will respond (subject to confirmation that PIRC holds shares).
Yes. I received this on Friday. It looked like a fishing expedition. I will wait to be chased up before responding. However, we will not be providing them with an electronic version. Assuming they are shareholders, they are entitled to come to our register office to inspect the contracts. If they are pursue their request, we will obviously agree to arranging a mutually conveneient time for this inspection.
we have also received this request.
Subject to checking that PIRC is a shareholder we have decided to supply the information requested as a pdf email attachemnt.
Have received similar and examine necessity to respond as they request.