Fourth Schedule, The Companies Act, 2009

MATTERS TO BE DEALT WITH IN DIRECTORS’ REPORT PART 1 MATTERS OF A GENERTAL 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 of those assets that consist in 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 director’s 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 the following 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 ascertaining the interest of a director in the company, 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, the number and amount of shares in, and debentures of each body (specifying it) in which, according to that register, he was then interested. Miscellaneous matters 3. (1) Where any amount relating to any preceding year is included in an item in the profit and loss account, the effect shall be stated. (2) Particulars shall be given of any extraordinary income or charges arising in the year. (3) The effect of any transactions that are exceptional by virtue of size or incidence, though they fall within the ordinary activities of the company shall be stated. General 4. (1) Where sums originally denominated in foreign currencies have been brought into account under any items shown in the balance sheet or profit and loss account, the basis on which those sums have been translated into Leones shall be stated. (2) Subject to sub-paragraph (3), every item stated in a note to the accounts the corresponding amount for the financial year immediately preceding that to which the accounts relate shall also be stated and where the corresponding amount is not comparable, it shall be adjusted and particulars of the adjustment and the reasons for it shall be given. 458 459 (3) Sub-paragraph (2) shall not apply in relation to any amount stated by virtue of section 311 as applying Part IV of the Third Schedule share capital of subsidiaries and other bodies corporate held by the company, etc.)– (i) whether or not (according to that register) he was, at the beginning of that year a director, when he became one), interested in shares in, or debentures of, the company or such body corporate; and (ii) if he was, the number and amount of shares in and debenture 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. (4) 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 director’s report Charitable gifts 5. (1) Money given for charitable purposes to a person who, when it was given, was ordinarily resident outside Sierra Leone is to be left out of account. (2) “Charitable purposes” means purposes which are exclusively charitable, Miscellaneous 6. The directors report shall contain– (a) particulars of any important events 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. DISCLOSURE REQUIRED BY COMPANY ACQUIRING ITS OWN SHARES, ETC. 7. This Part shall apply where shares in a company– (a) are purchased by the company or are acquired by it by forfeiture or surrender in lieu of forfeiture; (b) are required by another person in circumstances where 134. applies; (c) are made subject to a lien or other charges taken (whether expressly or otherwise) by the company and permitted under this Act. 8. 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 or 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 or 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 the 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 shares which shares of that description represent; (e) where any of the shares have been so charged, the amount of the charge in each case; 460 461 PART III EMPLOYMENT AND EMPLOYEES Employment of disabled persons 9. 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 10. 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 11. 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- (i) providing employees systematically with information on matters of concern to them as employees; (ii) 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; (iii) encouraging the involvement of employees in the company’s performance through an employees’ share scheme or by some other means; and (iv) achieving a common awareness on the part of all employees of the financial and economic factors affecting the performance of the company. 12. The directors’ report shall contain a statement showing the arrangements made or facilities provided by the company for the training of employees during the year.