House of Commons Amendments

Session 2012 - 13
Internet Publications
Other Bills before Parliament

169

House of Commons

Thursday 12 July 2012

Public Bill Committee

New Amendments handed in are marked thus

Amendments which will comply with the required notice period at their next appearance

Enterprise and Regulatory Reform Bill

Mr Iain Wright

Ian Murray

Chi Onwurah

93

Clause  49,  page  41,  line  35,  at end insert—

‘(2A)
Prior to the subordinate legislation coming into force, the review of the

effectiveness of the legislation as set out in 14A(2)(a) will receive the views of

businesses, business organisations, civic organisations and trade unions, and any

such organisations which the person considers appropriate.’.

Mr Iain Wright

Ian Murray

Chi Onwurah

94

Clause  49,  page  42,  line  10,  at end insert—

‘(7)
Subordinate legislation identified as having ceased to have effect in 14A(2)(b)

will cease to exist only on one of two prescribed dates.

(8)
The dates as set out in 14A(7) will be 6 April and 1 October (known as the

Common Commencement Date).

(9)
The Secretary of State must publish a Statement of new Regulations at least three

months before new regulations come into force.

(10)
The Statement of New Regulations must include—

(a)
new regulations which will come into force at the next Common

Commencement Date;

(b)
regulations that cease to have effect in subsection 14A(2)(b).’.

Public Bill Committee: 12 July 2012
170

Enterprise and Regulatory Reform Bill, continued

Mr Iain Wright

Ian Murray

Chi Onwurah

95

Clause  52,  page  44,  line  2,  at end insert—

‘(5)
The Secretary of State, in publishing guidance as set out in subsection (3) must

take steps to obtain and to take into account the views of small, medium and large

sized businesses, local authorities and business organisations prior to the issuing

of such guidance.’.

Mr Iain Wright

Ian Murray

Chi Onwurah

96

Clause  52,  page  44,  line  10,  at end insert—

‘(8)
The Secretary of State, within 12 months of this part of the Act coming into

operation, will prepare and publish in both Houses of Parliament a report

detailing how the implementation of Section 52 of the Act has been affected by

resources provided to local authorities’ Trading Standards and Citizens Advice

Bureaux.’.

Mr Iain Wright

Ian Murray

Chi Onwurah

97

Clause  56,  page  46,  leave out lines 5 and 6 and insert ‘provide that any act which may

be done under this Chapter notwithstanding the subsistence of copyright is pursuant to

such regulations no longer permitted without regard to the subsistence of copyright.’.

Mr Iain Wright

Ian Murray

Chi Onwurah

98

Clause  56,  page  46,  line  6,  at end insert—

‘(1A)
The power to make regulations under this section is exercisable only in making

provision for the purposes mentioned in section 2(2)(a) and (b) of the European

Communities Act 1972.’.

Norman Lamb

56

Page  46,  line  34,  leave out Clause 57.

Public Bill Committee: 12 July 2012
171

Enterprise and Regulatory Reform Bill, continued

Caroline Lucas

1

Clause  62,  page  49,  line  5,  at end add—

‘(5)
Section [Permission to borrow from the capital markets] comes into force on the

day on which this Act is passed.’.

NEW CLAUSES

Confidentiality of negotiations before termination of employment

Norman Lamb

NC2

To move the following Clause:—

‘After section 111 of the Employment Rights Act 1996 insert—

“111A
Confidentiality of negotiations before termination of employment

(1)
In determining any matter arising on a complaint under section 111, an

employment tribunal may not take account of any offer made or
5
discussions held, before the termination of the employment in question,

with a view to it being terminated on terms agreed between the employer

and the employee.


This is subject to the following provisions of this section.

(2)
Subsection (1) does not apply where, according to the complainant’s
10
case, the circumstances are such that a provision (whenever made)

contained in, or made under, this or any other Act requires the

complainant to be regarded for the purposes of this Part as unfairly

dismissed.

(3)
In relation to anything said or done which in the tribunal’s opinion was
15
improper, or was connected with improper behaviour, subsection (1)

applies only to the extent that the tribunal considers just.

(4)
The reference in subsection (1) to a matter arising on a complaint under

section 111 includes any question as to costs, except in relation to an

offer made on the basis that the right to refer to it on any such question is
20
reserved.

(5)
Subsection (1) does not prevent the tribunal from taking account of a

determination made in any other proceedings between the employer and

the employee in which account was taken of an offer or discussions of the

kind mentioned in that subsection.”’.

As Amendments to Norman Lamb’s proposed New Clause (Confidentiality of

negotiations before termination of employment) (NC2):—

Public Bill Committee: 12 July 2012
172

Enterprise and Regulatory Reform Bill, continued

Mr Iain Wright

Ian Murray

Chi Onwurah

(a)

Line  7,  leave out ‘the employee’ and insert ‘, the employee or either one of the

following chosen employee representatives—

(a)
a trade union official;

(b)
a workplace representative; or

(c)
a legal representative.’.

Mr Iain Wright

Ian Murray

Chi Onwurah

(b)

Line  24,  at end add—

‘(6)
The Secretary of State shall review the operation of Clause 111A [Confidentiality

of negotiations before termination of employment] after 12 months and shall

confirm its continuation through an affirmative resolution of both Houses of

Parliament.’.

Payments to directors: members’ approval of directors’ remuneration policy

Norman Lamb

NC5

To move the following Clause:—

‘(1)
In section 421 of the Companies Act 2006 (contents of directors’ remuneration

report) after subsection (2) insert—

“(2A)
The regulations must provide that any information required to be

included in the report as to the policy of the company with
5
respect to the making of remuneration payments and payments

for loss of office (within the meaning of Chapter 4A of Part 10)

is to be set out in a separate part of the report.”

(2)
After section 422 of that Act (approval and signing of directors’ remuneration

report) insert—
10
“422A
Revisions to directors’ remuneration policy

(1)
The directors’ remuneration policy contained in a company’s directors’

remuneration report may be revised.

(2)
Any such revision must be approved by the board of directors.

(3)
The policy as so revised must be set out in a document signed on behalf
15
of the board by a director or the secretary of the company.

(4)
Regulations under section 421(1) may make provision as to—

(a)
the information that must be contained in a document setting out

a revised directors’ remuneration policy, and

(b)
how information is to be set out in the document.

Public Bill Committee: 12 July 2012
173

Enterprise and Regulatory Reform Bill, continued

20
(5)
Sections 422(2) and (3), 454, 456 and 463 apply in relation to such a

document as they apply in relation to a directors’ remuneration report.

(6)
In this section, “directors’ remuneration policy” means the policy of a

company with respect to the matters mentioned in section 421(2A).”

(3)
In section 439 of that Act (quoted companies: members’ approval of directors’
25
remuneration report), in subsection (1), at the end insert “other than the part

containing the directors’ remuneration policy (as to which see section 439A).”.

(4)
After that section insert—

“439A
Quoted companies: members’ approval of directors’ remuneration

policy
30
(1)
A quoted company must give notice of the intention to move, as an

ordinary resolution, a resolution approving the relevant directors’

remuneration policy—

(a)
at the accounts meeting held in the first financial year which

begins after the coming into force of section (Payments to
35
directors: members’ approval of directors’ remuneration policy)

of the Enterprise and Regulatory Reform Act 2012 or at an

earlier general meeting, and

(b)
at an accounts or other general meeting held no later than the end

of the period of three financial years beginning with the first
40
financial year after the last accounts or other general meeting in

relation to which notice is given under this subsection.

(2)
A quoted company must give notice of the intention to move at an

accounts meeting, as an ordinary resolution, a resolution approving the

relevant directors’ remuneration policy if—
45
(a)
a resolution required to be put to the vote under section 439 was

not passed at the last accounts meeting of the company, and

(b)
no notice under this section was given in relation to that meeting

or any other general meeting held before the next accounts

meeting.
50
(3)
A notice given under subsection (2) is to be treated as given under

subsection (1) for the purpose of determining the period within which the

next notice under subsection (1) must be given.

(4)
Notice of the intention to move a resolution to which this section applies

must be given, prior to the meeting in question, to the members of the
55
company entitled to be sent notice of the meeting.

(5)
Subsections (2) to (4) of section 439 apply for the purposes of a

resolution to which this section applies as they apply for the purposes of

a resolution to which section 439 applies, with the modification that, for

the purposes of a resolution relating to a general meeting other than an
60
accounts meeting, subsection (3) applies as if for “accounts meeting”

there were substituted “general meeting”.

(6)
For the purposes of this section, the relevant directors’ remuneration

policy is—

(a)
in a case where notice is given in relation to an accounts meeting,
65
the remuneration policy contained in the directors’ remuneration

report in respect of which a resolution under section 439 is

required to be put to the vote at that accounts meeting;

Public Bill Committee: 12 July 2012
174

Enterprise and Regulatory Reform Bill, continued

(b)
in a case where notice is given in relation to a general meeting

other than an accounts meeting—
70
(i)
the remuneration policy contained in the directors’

remuneration report in respect of which such a

resolution was required to be put to the vote at the last

accounts meeting to be held before that other general

meeting, or
75
(ii)
where that policy has been revised in accordance with

section 422A, the policy as so revised.

(7)
In this section—

(a)
“accounts meeting” means a general meeting of the company

before which the company’s annual accounts for a financial year
80
are to be laid;

(b)
“directors’ remuneration policy” means the policy of the

company with respect to the matters mentioned in section

421(2A).”.’.

As Amendments to Norman Lamb’s proposed New Clause (Payments to directors:

members’ approval of directors’ remuneration policy) (NC5):—

Mr Iain Wright

Ian Murray

Chi Onwurah

(a)


Line  7,  at end insert—

‘(2B)
The regulations must include information regarding the 10 highest paid

employees in the company outside of the board and executive committee”.’.

Mr Iain Wright

Ian Murray

Chi Onwurah

(b)


Leave out lines 34 to 42.

Mr Iain Wright

Ian Murray

Chi Onwurah

(c)


Leave out lines 43 to 53.

Mr Iain Wright

Ian Murray

Chi Onwurah

(d)


Leave out lines 57 to 62.

Mr Iain Wright

Ian Murray

Chi Onwurah

(e)


Leave out lines 69 to 77 and insert—

Public Bill Committee: 12 July 2012
175

Enterprise and Regulatory Reform Bill, continued

‘(b)
The resolution under subsection (1) in respect of directors’ remuneration

policy must obtain the approval of 75 per cent. of members on the share

register of the quoted company.’.

Mr Iain Wright

Ian Murray

Chi Onwurah

(f)


Line  84,  at end add—

‘(5)
The Secretary of State will, within three months of the passing of this Act, prepare

regulations which will bring into immediate operation section 1277 of the

Companies Act 2006.’.

Mr Iain Wright

Ian Murray

Chi Onwurah

(g)


Line  84,  at end add—

‘(8)
In section 419 of the Companies Act 2006 (Information about directors’ benefit:

remuneration), after subsection (2)(e) insert—

“(2)

(f)
disclosure of fees paid to recruitment consultants in respect of

recruitment consultancy work and non-recruitment consultancy

work for the company in the last year.”.’.

Mr Iain Wright

Ian Murray

Chi Onwurah

(h)


Line  84,  at end add—

‘(9)
In section 227 of the Companies Act 2006 (Directors’ services contracts), after

subsection (2) insert—

“(3)
The Secretary of State must provide for a requirement that the

remuneration consultants advising on remuneration policy and directors’

service shall be appointed by the shareholders of the relevant body

corporate.”.’.

Payments to directors of quoted companies

Norman Lamb

NC6

To move the following Clause:—

‘After section 226 of the Companies Act 2006 insert—



© Parliamentary copyright	Revised 12 July 2012