To be crystal clear, according to the Electoral Commission the first donation was received on 12 December 2014, the second donation was received on 13 March 2015. Both donations fall within Caledonia's financial year which runs to the end of March and the total, obviously, is £4000. And one final detail - both these donations are tagged with are the same company number and name (which are also the same as previous donations made by Caledonia) so I don't think it can be claimed they are separate legal entities (if that matters).
As I blogged previously, it wasn't necessary to seek shareholder approval for this since the aggregate amount is less than the £5000 allowed in any 12 month period. However, I did expect Caledonia to at least make some sort of statement about the donations in its annual report.
Yesterday the company announced publication of the annual report, slightly earlier than its financial calendar had suggested. I spotted this late this afternoon, and I've subsequently had a read through it.
I can't see any mention of the donations at all in the annual report. It's entirely possible I'm being thick here, so please search the annual report for yourself here and let me know if you find something. I am very happy to correct this post as necessary. This apparent lack of disclosure contrasts with previous years when donations were reported, see page 26 of their 2010 annual report for example.
What is more, if my reading of the Large and Medium-sized Company reporting regulations is right - again I welcome any guidance from more knowledgeable people here - donations of more than £2000 in any one financial year have to be disclosed. I've posted the whole of the relevant section of the regs below for info, or you can view them online here.
So my first question is whether Caledonia Investments has met the reporting requirements for disclosing political donations. (To be honest, given the previous pushback they've had from shareholders on political donations I think they should disclose them whether required or not).
Given the possibility of breaching company law in this area I think it is very important that Caledonia Investments makes absolutely clear to shareholders how much of the company's money it has actually donated. If what I say above about non-disclosure is correct then currently Caledonia shareholders may not even know about these donations unless they look at the Electoral Commission register, or stumble on this blog.
Depending on what feedback I get, I will try and raise awareness of this, which leads onto my second question - should shareholders vote for an annual report that they know does not meet reporting requirements? This is resolution 1 on the AGM agenda.
Any feedback on any of the above much appreciated.
Political donations and expenditure
3.—(1) If—
(a)the company (not being the wholly-owned subsidiary of a company incorporated in the United Kingdom) has in the financial year—
(i)made any political donation to any political party or other political organisation,
(ii)made any political donation to any independent election candidate, or
(iii)incurred any political expenditure, and
(b)the amount of the donation or expenditure, or (as the case may be) the aggregate amount of all donations and expenditure falling within paragraph (a), exceeded £2000,
the directors’ report for the year must contain the following particulars.
(2) Those particulars are—
(a)as respects donations falling within sub-paragraph (1)(a)(i) or (ii)—
(i)the name of each political party, other political organisation or independent election candidate to whom any such donation has been made, and
(ii)the total amount given to that party, organisation or candidate by way of such donations in the financial year; and
(b)as respects expenditure falling within sub-paragraph (1)(a)(iii), the total amount incurred by way of such expenditure in the financial year.
(3) If—
(a)at the end of the financial year the company has subsidiaries which have, in that year, made any donations or incurred any such expenditure as is mentioned in sub-paragraph (1)(a), and
(b)it is not itself the wholly-owned subsidiary of a company incorporated in the United Kingdom,
the directors’ report for the year is not, by virtue of sub-paragraph (1), required to contain the particulars specified in sub-paragraph (2).
But, if the total amount of any such donations or expenditure (or both) made or incurred in that year by the company and the subsidiaries between them exceeds £2000, the directors’ report for the year must contain those particulars in relation to each body by whom any such donation or expenditure has been made or incurred.
(4) Any expression used in this paragraph which is also used in Part 14 of the 2006 Act (control of political donations and expenditure) has the same meaning as in that Part.
4.—(1) If the company (not being the wholly-owned subsidiary of a company incorporated in the United Kingdom) has in the financial year made any contribution to a non-EU political party, the directors’ report for the year must contain—
(a)a statement of the amount of the contribution, or
(b)(if it has made two or more such contributions in the year) a statement of the total amount of the contributions.
(2) If—
(a)at the end of the financial year the company has subsidiaries which have, in that year, made any such contributions as are mentioned in sub-paragraph (1), and
(b)it is not itself the wholly-owned subsidiary of a company incorporated in the United Kingdom,
the directors’ report for the year is not, by virtue of sub-paragraph (1), required to contain any such statement as is there mentioned, but it must instead contain a statement of the total amount of the contributions made in the year by the company and the subsidiaries between them.
(3) In this paragraph, “contribution”, in relation to an organisation, means—
(a)any gift of money to the organisation (whether made directly or indirectly);
(b)any subscription or other fee paid for affiliation to, or membership of, the organisation; or
(c)any money spent (otherwise than by the organisation or a person acting on its behalf) in paying any expenses incurred directly or indirectly by the organisation.
(4) In this paragraph, “non-EU political party” means any political party which carries on, or proposes to carry on, its activities wholly outside the member States.
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