Companies Act 2014 section 312

Credit institutions: requirement for register, etc., in the case of holding company as respects certain information

Section 312 requires the holding company of a credit institution to maintain a register of certain director-related transactions and to make a statement of those transactions available to members before and at the annual general meeting.

• The holding company must maintain a register of transactions, arrangements, and agreements made by the credit institution that relate to directors' interests, covering the current and preceding ten financial years.
• Transactions with connected persons made in the ordinary course of business and on standard commercial terms are exempt from both the register and the statement requirements.
• A statement of relevant transactions must be made available at the registered office for at least 15 days before the AGM and at the meeting itself, and the statutory auditors must examine and report on it.
• Failure to maintain the register, make the statement available, or produce the register to the Corporate Enforcement Authority is a category 3 offence for the company and its directors, though a defence exists where all reasonable steps were taken to comply.