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| New Amendments handed in are marked thus  |
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| Amendments which will comply with the required notice period at their next appearance
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| Enterprise and Regulatory Reform Bill
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| | The Amendments have been arranged in accordance with the Order of the |
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| Page 46, line 34, leave out Clause 57. |
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| Clause 62, page 49, line 5, at end add— |
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| | ‘(5) | Section [Permission to borrow from the capital markets] comes into force on the |
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| | day on which this Act is passed.’. |
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| | Confidentiality of negotiations before termination of employment |
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| To move the following Clause:— |
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| | ‘After section 111 of the Employment Rights Act 1996 insert— |
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| | “111A | Confidentiality of negotiations before termination of employment |
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| | (1) | In determining any matter arising on a complaint under section 111, an |
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| | employment tribunal may not take account of any offer made or |
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5 | | discussions held, before the termination of the employment in question, |
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| | with a view to it being terminated on terms agreed between the employer |
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| | | This is subject to the following provisions of this section. |
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| | (2) | Subsection (1) does not apply where, according to the complainant’s |
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10 | | case, the circumstances are such that a provision (whenever made) |
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| | contained in, or made under, this or any other Act requires the |
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| | complainant to be regarded for the purposes of this Part as unfairly |
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| | (3) | In relation to anything said or done which in the tribunal’s opinion was |
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15 | | improper, or was connected with improper behaviour, subsection (1) |
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| | applies only to the extent that the tribunal considers just. |
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| | (4) | The reference in subsection (1) to a matter arising on a complaint under |
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| | section 111 includes any question as to costs, except in relation to an |
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| | offer made on the basis that the right to refer to it on any such question is |
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20 | | |
| | (5) | Subsection (1) does not prevent the tribunal from taking account of a |
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| | determination made in any other proceedings between the employer and |
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| | the employee in which account was taken of an offer or discussions of the |
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| | kind mentioned in that subsection.”’. |
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| | As Amendments to Norman Lamb’s proposed New Clause (Confidentiality of |
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| | negotiations before termination of employment) (NC2):— |
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| Line 7, leave out ‘the employee’ and insert ‘, the employee or either one of the |
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| following chosen employee representatives— |
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| | (a) | a trade union official; |
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| | (b) | a workplace representative; or |
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| | (c) | a legal representative.’. |
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| | ‘(6) | The Secretary of State shall review the operation of Clause 111A [Confidentiality |
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| | of negotiations before termination of employment] after 12 months and shall |
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| | confirm its continuation through an affirmative resolution of both Houses of |
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| | Payments to directors: members’ approval of directors’ remuneration policy |
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| To move the following Clause:— |
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| | ‘(1) | In section 421 of the Companies Act 2006 (contents of directors’ remuneration |
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| | report) after subsection (2) insert— |
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| | “(2A) | The regulations must provide that any information required to be |
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| | included in the report as to the policy of the company with |
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5 | | respect to the making of remuneration payments and payments |
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| | for loss of office (within the meaning of Chapter 4A of Part 10) |
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| | is to be set out in a separate part of the report.” |
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| | (2) | After section 422 of that Act (approval and signing of directors’ remuneration |
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10 | | “422A | Revisions to directors’ remuneration policy |
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| | (1) | The directors’ remuneration policy contained in a company’s directors’ |
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| | remuneration report may be revised. |
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| | (2) | Any such revision must be approved by the board of directors. |
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| | (3) | The policy as so revised must be set out in a document signed on behalf |
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15 | | of the board by a director or the secretary of the company. |
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| | (4) | Regulations under section 421(1) may make provision as to— |
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| | (a) | the information that must be contained in a document setting out |
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| | a revised directors’ remuneration policy, and |
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| | (b) | how information is to be set out in the document. |
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20 | | (5) | Sections 422(2) and (3), 454, 456 and 463 apply in relation to such a |
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| | document as they apply in relation to a directors’ remuneration report. |
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| | (6) | In this section, “directors’ remuneration policy” means the policy of a |
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| | company with respect to the matters mentioned in section 421(2A).” |
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| | (3) | In section 439 of that Act (quoted companies: members’ approval of directors’ |
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25 | | remuneration report), in subsection (1), at the end insert “other than the part |
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| | containing the directors’ remuneration policy (as to which see section 439A).”. |
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| | (4) | After that section insert— |
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| | “439A | Quoted companies: members’ approval of directors’ remuneration |
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30 | | (1) | A quoted company must give notice of the intention to move, as an |
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| | ordinary resolution, a resolution approving the relevant directors’ |
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| | (a) | at the accounts meeting held in the first financial year which |
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| | begins after the coming into force of section (Payments to |
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35 | | directors: members’ approval of directors’ remuneration policy) |
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| | of the Enterprise and Regulatory Reform Act 2012 or at an |
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| | earlier general meeting, and |
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| | (b) | at an accounts or other general meeting held no later than the end |
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| | of the period of three financial years beginning with the first |
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40 | | financial year after the last accounts or other general meeting in |
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| | relation to which notice is given under this subsection. |
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| | (2) | A quoted company must give notice of the intention to move at an |
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| | accounts meeting, as an ordinary resolution, a resolution approving the |
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| | relevant directors’ remuneration policy if— |
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45 | | (a) | a resolution required to be put to the vote under section 439 was |
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| | not passed at the last accounts meeting of the company, and |
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| | (b) | no notice under this section was given in relation to that meeting |
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| | or any other general meeting held before the next accounts |
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50 | | (3) | A notice given under subsection (2) is to be treated as given under |
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| | subsection (1) for the purpose of determining the period within which the |
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| | next notice under subsection (1) must be given. |
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| | (4) | Notice of the intention to move a resolution to which this section applies |
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| | must be given, prior to the meeting in question, to the members of the |
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55 | | company entitled to be sent notice of the meeting. |
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| | (5) | Subsections (2) to (4) of section 439 apply for the purposes of a |
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| | resolution to which this section applies as they apply for the purposes of |
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| | a resolution to which section 439 applies, with the modification that, for |
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| | the purposes of a resolution relating to a general meeting other than an |
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60 | | accounts meeting, subsection (3) applies as if for “accounts meeting” |
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| | there were substituted “general meeting”. |
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| | (6) | For the purposes of this section, the relevant directors’ remuneration |
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| | (a) | in a case where notice is given in relation to an accounts meeting, |
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65 | | the remuneration policy contained in the directors’ remuneration |
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| | report in respect of which a resolution under section 439 is |
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| | required to be put to the vote at that accounts meeting; |
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| | (b) | in a case where notice is given in relation to a general meeting |
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| | other than an accounts meeting— |
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70 | | (i) | the remuneration policy contained in the directors’ |
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| | remuneration report in respect of which such a |
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| | resolution was required to be put to the vote at the last |
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| | accounts meeting to be held before that other general |
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75 | | (ii) | where that policy has been revised in accordance with |
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| | section 422A, the policy as so revised. |
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| | (a) | “accounts meeting” means a general meeting of the company |
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| | before which the company’s annual accounts for a financial year |
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80 | | |
| | (b) | “directors’ remuneration policy” means the policy of the |
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| | company with respect to the matters mentioned in section |
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| | As Amendments to Norman Lamb’s proposed New Clause (Payments to directors: |
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| | members’ approval of directors’ remuneration policy) (NC5):— |
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| | ‘(2B) | The regulations must include information regarding the 10 highest paid |
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| | employees in the company outside of the board and executive committee”.’. |
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| Leave out lines 33 to 41. |
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| Leave out lines 42 to 52. |
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| Leave out lines 56 to 61. |
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| Leave out lines 68 to 76 and insert— |
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| | ‘(6A) | The resolution under subsection (1) in respect of directors’ remuneration policy |
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| | must obtain the approval of 75 per cent. of members on the share register of the |
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| | ‘(5) | In section 412 of the Companies Act 2006 (Information about directors’ benefit: |
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| | remuneration), after subsection (2)(e) insert— |
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| | (f) | disclosure of fees paid to recruitment consultants in respect of |
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| | recruitment consultancy work and non-recruitment consultancy |
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| | work for the company in the last year.”.’. |
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| Line 83, at end add— |
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| | ‘(6) | The Secretary of State shall, within three months of the passing of this Act, make |
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| | provision by regulations under section 1277 of the Companies Act 2006 requiring |
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| | the provision of information about the exercise of voting rights in respect of |
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| | directors’ remuneration policy.’. |
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| Line 83, at end add— |
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| | ‘(7) | After section 227 of the Companies Act 2006 (Directors’ service contracts), insert |
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| | the following new section— |
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| | “227A | Appointment of remuneration consultants of public company |
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| | (1) | Remuneration consultants may be appointed for each financial year of |
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| | (2) | For each financial year for which a remuneration consultant or |
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| | consultants is or are to be appointed (other than the company’s first |
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| | financial year), the appointment must be made before the end of the |
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| | accounts meeting of the company at which the company’s annual |
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| | accounts and reports for the previous financial year are laid. |
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| | (3) | The directors may appoint a remuneration consultant or consultants of |
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| | (a) | at any time before the company’s first accounts meeting; |
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| | (b) | to fill a casual vacancy in the office of remuneration consultant. |
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| | (4) | The members may appoint a remuneration consultant or consultants by |
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| | (a) | at an accounts meeting; |
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| | (b) | if the company should have appointed a remuneration consultant |
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| | or consultants at an accounts meeting but failed to do so; |
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| | (c) | where the directors had power to appoint under subsection (3) |
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| | but have failed to make an appointment. |
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| | (5) | A remuneration consultant or consultants of a public company may only |
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| | be appointed in accordance with this section. |
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| | (6) | In this section a “remuneration consultant” means a person who is |
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| | appointed to advise on the terms of directors’ service contracts.”.’. |
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| | Payments to directors of quoted companies |
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| To move the following Clause:— |
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| | ‘After section 226 of the Companies Act 2006 insert— |
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| | directors of quoted companies: special provision |
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| | “directors’ remuneration policy” means the policy of a quoted company |
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| | with respect to the making of remuneration payments and payments for |
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| | “remuneration payment” means any form of payment or other benefit made |
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| | to or otherwise conferred on a person as consideration for the person |
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| | being, or agreeing to become, a director of a company, other than a |
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| | payment for loss of office; |
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| | “payment for loss of office” has the same meaning as in Chapter 4 of this |
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| | (2) | Subsection (3) applies where, in connection with a relevant transfer, a |
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| | director of a quoted company is— |
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| | (a) | to cease to hold office as director, or |
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| | (b) | to cease to be the holder of— |
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| | (i) | any other office or employment in connection with the |
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| | management of the affairs of the company, or |
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| | (ii) | any office (as director or otherwise) or employment in |
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| | connection with the management of the affairs of any |
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| | subsidiary undertaking of the company. |
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| | (3) | If in connection with the transfer— |
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| | (a) | the price to be paid to the director for any shares in the company |
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| | held by the director is in excess of the price which could at the |
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| | time have been obtained by other holders of like shares, or |
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| | (b) | any valuable consideration is given to the director by a person |
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| | | the excess or, as the case may be, the money value of the consideration is |
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| | taken for the purposes of section 226C to have been a payment for loss of |
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| | (4) | In subsection (2), “relevant transfer” means— |
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| | (a) | a transfer of the whole or any part of the undertaking or property |
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| | of the company or a subsidiary of the company; |
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| | (b) | a transfer of shares in the company, or in a subsidiary of the |
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| | company, resulting from a takeover bid. |
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