s 440 Quoted companies ...: offences in connection with procedure for approval
(1) In the event of default in complying with section 439(1) or 439A(1) , (2) or (2A) (notice to be given of resolution for approval of directors' remuneration report or policy ), an offence is committed by every officer of the company who is in default. (2) If the resolution is not put to the vote of the meeting to which it relates , an offence is committed by each existing director. (3) It is a defence for a person charged with an offence under subsection (2) to prove that he took all reasonable steps for securing that the resolution was put to the vote of the meeting. (4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale. (5) In this section— ... “ existing director ” means a person who is a director of the company immediately before that meeting.