House of Commons Amendments

Session 2012 - 13
Internet Publications
Other Bills before Parliament

Public Bill Committee: 5 July 2012
113

Enterprise and Regulatory Reform Bill, continued

indemnify the company that made the payment for any loss

resulting from it.

(3)
If a payment for loss of office is made in contravention of section 226C

to a director of a quoted company in connection with the transfer of the

whole or any part of the undertaking or property of the company or a

subsidiary of the company, it is held by the recipient on trust for the

company whose undertaking or property is or is proposed to be

transferred.

(4)
If a payment for loss of office is made in contravention of section 226C

to a director of a quoted company in connection with a transfer of shares

in the company, or in a subsidiary of the company, resulting from a

takeover bid—

(a)
it is held by the recipient on trust for persons who have sold their

shares as a result of the offer made, and

(b)
the expenses incurred by the recipient in distributing that sum

amongst those persons shall be borne by the recipient and not

retained out of that sum.

226F
Relationship with requirements under Chapter 4

(1)
This Chapter does not affect any requirement for approval by a resolution

of the members of a company which applies in relation to the company

under Chapter 4.

(2)
Where the making of a payment to which section 226B or 226C applies

requires approval by a resolution of the members of the company

concerned under Chapter 4, approval obtained for the purposes of that

Chapter is to be treated as satisfying the requirements of section

226B(1)(b) or (as the case may be) 226C(1)(b).”.’.

Payments to directors: minor and consequential amendments

Norman Lamb

NC7

To move the following Clause:—

‘(1)
The Companies Act 2006 is amended as follows.

(2)
In section 180 (consent, approval or authorisation by members)—

(a)
in subsection (2), in the words before paragraph (a)—

(i)
after “Chapter 4” insert “or 4A”, and

(ii)
for “that Chapter” substitute “either of those Chapters”,

(b)
in that subsection, in paragraph (a), for “that Chapter” substitute “the

Chapter concerned”, and

(c)
in subsection (3), after “Chapter 4” insert “or 4A”.

(3)
In section 190 (substantial property transactions: requirement of members’

approval), in subsection (6)(b), for the words in brackets substitute “(payments to

which the requirements of Chapter 4 or 4A apply)”.

(4)
In section 215 (payments for loss of office), after subsection (4) insert—

Public Bill Committee: 5 July 2012
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Enterprise and Regulatory Reform Bill, continued

“(5)
Nothing in this section or sections 216 to 222 applies in relation to a

payment for loss of office to a director of a quoted company.”

(5)
Section 430 (quoted companies: annual accounts and reports to be made available

on website) is amended as follows.

(6)
After subsection (2) insert—

“(2A)
If the directors’ remuneration policy of a quoted company is revised in

accordance with section 422A, the company must ensure that the revised

policy is made available on the website on which its annual accounts and

reports are made available.

(2B)
If a person ceases to be a director of a quoted company, the company

must ensure that the following information is made available on the

website on which its annual accounts and reports are made available—

(a)
the name of the person concerned, and

(b)
particulars of any payment for loss of office (within the meaning

of Chapter 4A of Part 10) made to the person, including its

amount and how it was calculated.”

(7)
In subsection (3) —

(a)
for “the annual accounts and reports on the website” substitute “the

material made available on the website under subsections (1) to (2B)”,

and

(b)
for “the annual accounts and reports from” substitute “such material

from”.

(8)
After subsection (4) insert—

“(4A)
Where subsection (2A) or (2B) applies, the material in question—

(a)
must be made available as soon as reasonably practicable, and

(b)
must be kept available until the next directors’ remuneration

report of the company is made available on the website.”

(9)
In subsection (5)—

(a)
in the words before paragraph (a), for the words from “the annual

accounts and reports” to “that period” substitute “material available on a

website throughout the period mentioned in subsection (4) or (as the case

may be) (4A)”, and

(b)
in paragraph (a) for “the annual accounts and reports are” substitute “the

material is”.

(10)
In section 440 (quoted companies: offences in connection with procedure for

approval)—

(a)
in subsection (1) —

(i)
after “section 439(1)” insert “or 439A(1) or (2)”, and

(ii)
in the words in brackets, after “report” insert “or policy”,

(b)
in subsection (2), for “the accounts meeting” substitute “the meeting to

which it relates”, and

(c)
in subsection (5), omit the definition of “the accounts meeting”.

(11)
In Schedule 8 (in the index of defined expressions), at the appropriate places

insert—

“directors’
section 226A(1)”

remuneration policy

(in Chapter 4A of

Part 10)

Public Bill Committee: 5 July 2012
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“payment for loss of
section 226A(1)”

office (in Chapter 4A

of Part 10)

“remuneration
section 226A(1)”.’.

payment (in Chapter

4A of Part 10)

Directors’ remuneration reports and payments to directors: transitional provision

Norman Lamb

NC8

To move the following Clause:—

‘(1)
Subsection (2) of section 439A of the Companies Act 2006 (as inserted by section

(Payments to directors: members’ approval of directors’ remuneration policy)(4)

of this Act) does not apply in relation to a company prior to the holding of the

meeting mentioned in subsection (1)(a) of that section of that Act of 2006.

(2)
Chapter 4A of Part 10 of the Companies Act 2006 (as inserted by section

(Payments to directors of quoted companies)) does not apply in relation to

remuneration payments or payments for loss of office made by a company before

the earlier of—

(a)
the end of the first financial year of the company to begin after the

coming into force of that section of this Act, and

(b)
the date from which the first directors’ remuneration policy to be

approved under section 439A of the Companies Act 2006 (as inserted by

section (Payments to directors: members’ approval of directors’

remuneration policy)(4) of this Act) takes effect.

(3)
Chapter 4A of Part 10 of the Companies Act 2006 does not apply in relation to

remuneration payments or payments for loss of office that are required to be made

under an agreement entered into before 27 June 2012 or in consequence of any

other obligation arising before that date.

(4)
An agreement entered into, or any other obligation arising, before 27 June 2012

that is modified or renewed on or after that date is to be treated for the purposes

of subsection (3) as having been entered into or (as the case may be) as having

arisen on the date on which it was modified or renewed.

(5)
The amendment made by section (Payments to directors: minor and

consequential amendments)(4) does not apply in relation to a payment for loss of

office to which subsection (2) or (3) of this section applies.’.

Public Bill Committee: 5 July 2012
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Enterprise and Regulatory Reform Bill, continued

Permission to borrow from the capital markets

Caroline Lucas

NC1

To move the following Clause:—

‘(1)
The Green Investment Bank may borrow funds on the capital markets.

(2)
There shall be a duty on HM Treasury to provide such assistance and take such

steps as required to allow the Green Investment Bank to carry out functions under

subsection (1).’.

General disclosure requirements

Mr Iain Wright

Ian Murray

Chi Onwurah

NC4

To move the following Clause:—

‘The Freedom of Information Act 2000 (c.36) is amended as follows—

In Part VI of Schedule 1, after the words “The Great Britain China Centre”,

insert—

“The UK Green Investment Bank”.’.

Small business super complainants

Mr Iain Wright

Ian Murray

Chi Onwurah

NC9

To move the following Clause:—

‘(1)
Section 183 of the 2002 Act is amended as follows:

(2)
For subsection (1)(b), after “him”, insert “except for any business with fewer than

50 employees or a number to be set out in an order by the Secretary of State.”’.

Public Bill Committee: 5 July 2012
117

Enterprise and Regulatory Reform Bill, continued

Mergers: duty to take account of longer-term competitiveness in considering whether to

make references

Mr Iain Wright

Ian Murray

Chi Onwurah

NC10


To move the following Clause:—

‘(1)
Section 33 of the Enterprise Act 2002 is amended as follows.

(2)
After subsection (1) insert—

“(1A)
When considering whether or not a situation results in a substantial

lessening of competition for the purposes of (1) above, the CMA shall

take into account the longer-term ability of the merged entity to compete

effectively.”.

(3)
Section 22 of the Enterprise Act 2002 is amdended as follows.

(4)
After subsection (1) insert—

“(1A)
When considering whether or not a situation results in a substantial

lessening of competition for the purposes of (1) above, the CMA shall

take into account the longer-term ability of the merged entity to compete

effectively.”.’.

Order of the House [11 JUNE 2012]

That the following provisions shall apply to the Enterprise and Regulatory Reform

Bill—

Committal

1.
The Bill shall be committed to a Public Bill Committee.

Proceedings in Public Bill Committee

2.
Proceedings in the Public Bill Committee shall (so far as not previously

concluded) be brought to a conclusion on Tuesday 17 July 2012.

3.
The Public Bill Committee shall have leave to sit twice on the first day on

which it meets.

Consideration and Third Reading

4.
Proceedings on Consideration shall (so far as not previously concluded) be

brought to a conclusion one hour before the moment of interruption on the

day on which those proceedings are commenced.

5.
Proceedings on Third Reading shall (so far as not previously concluded) be

brought to a conclusion at the moment of interruption on that day.

6.
Standing Order No. 83B (Programming committees) shall not apply to

proceedings on Consideration and Third Reading.

Public Bill Committee: 5 July 2012
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Enterprise and Regulatory Reform Bill, continued

Other proceedings

7.
Any other proceedings on the Bill (including any proceedings on

consideration of Lords Amendments or on any further messages from the

Lords) may be programmed.

Order of the Committee [19 JUNE 2012]

That—

(1)
the Committee shall (in addition to its first meeting at 10.30 am on Tuesday

19 June) meet—

(a)
at 4.00 pm on Tuesday 19 June;

(b)
at 9.00 am on Thursday 21 June;

(c)
at 10.30 am and 4.00 pm on Tuesday 26 June;

(d)
at 9.00 am and 1.00 pm on Thursday 28 June;

(e)
at 10.30 am and 4.00 pm on Tuesday 3 July;

(f)
at 9.00 am and 1.00 pm on Thursday 5 July;

(g)
at 10.30 am and 4.00 pm on Tuesday 10 July;

(h)
at 9.00 am and 1.00 pm on Thursday 12 July;

(i)
at 10.30 am and 4.00 pm on Tuesday 17 July;

(2)
the Committee shall hear oral evidence in accordance with the following

Table:

TABLE

Date
Time
Witness

Tuesday 19 June
Until no later
Confederation of British Industry; EEF;

than 11.15 am
Institute of Directors

Tuesday 19 June
Until no later
British Chambers of Commerce; Federation

than 11.45 am
of Small Businesses

Tuesday 19 June
Until no later
Trades Union Congress; Unite; GMB

than 1.00 pm

Tuesday 19 June
Until no later
Association of British Insurers; Hermes

than 4.45 pm
Equity Ownership Services Ltd.; National

Association of Pension Funds

Tuesday 19 June
Until no later
Chartered Institute of Personnel and

than 5.45 pm
Development; Free Representation Unit;

Public Concern at Work; Advisory,

Conciliation and Arbitration Service

Tuesday 19 June
Until no later
Equality and Human Rights Commission

than 6.15 pm

Thursday 21 June
Until no later
Citizens Advice; Professor Sir John Vickers

than 9.30 am
(Warden, All Souls College, Oxford)

Thursday 21 June
Until no later
Law Society; Law Society of Scotland;

than 10.25 am
Allen & Overy LLP; Simpson Millar LLP

Thursday 21 June
Until no later
Malcolm Nicholson (Reporting Panel

than 11.25 am
Member, Competition Commission); City

of London Law Society; Professor

Catherine Waddams (Professor of

Regulation, University of East Anglia)

Thursday 21 June
Until no later
RenewableUK; E3G; Friends of the Earth

than 12 noon

Thursday 21 June
Until no later
Local Government Association; Trading

than 1.15 pm
Standards Institute; West Yorkshire Joint

Services; British Retail Consortium

Thursday 21 June
Until no later
Sir David Walker (author of ‘Walker

than 2.15 pm
Review of Corporate Governance of UK

Banking Industry’); High Pay Centre;

Adrian Beecroft (author of Beecroft report

on employment law)

Public Bill Committee: 5 July 2012
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Enterprise and Regulatory Reform Bill, continued

(3)
proceedings on consideration of the Bill in Committee shall be taken in the

following order: Clauses 1 to 7; Schedule 1; Clause 8; Schedule 2; Clauses 9

to 13; Schedule 3; Clauses 14 to 18; Schedule 4; Clause 19; Schedules 5 and

6; Clause 20; Clause 24; Schedule 8; Clauses 21 and 22; Schedule 7; Clause

23; Clauses 25 and 26; Schedule 9; Clause 30; Schedule 12; Clause 28;

Schedule 11; Clause 27; Schedule 10; Clause 29; Clauses 31 to 33; Schedule

13; Clauses 34 to 43; Schedule 14; Clauses 44 to 47; Schedule 15; Clauses 48

to 50; Schedule 16; Clauses 51 to 54; Schedule 17; Clauses 55 to 63; new

Clauses, new Schedules; remaining proceedings on the Bill;

(4)
the proceedings shall (so far as not previously concluded) be brought to a

conclusion at 8.00 pm on Tuesday 17 July.



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