Enterprise and Regulatory Reform Bill (HC Bill 7)

A

BILL

TO

Make provision about the UK Green Investment Bank; to make provision
about employment law; to establish and make provision about the
Competition and Markets Authority and to abolish the Competition
Commission and the Office of Fair Trading; to amend the Competition Act
1998 and the Enterprise Act 2002; to make provision for the reduction of
legislative burdens; to make provision about copyright and rights in
performances; to make provision about payments to company directors; and
for connected purposes.

Be it enacted by the Queen’s most Excellent Majesty, by and with the advice and
consent of the Lords Spiritual and Temporal, and Commons, in this present
Parliament assembled, and by the authority of the same, as follows:—

Part 1 UK Green Investment Bank

1 The green purposes

(1) The green purposes are—

(a) 5the reduction of greenhouse gas emissions;

(b) the advancement of efficiency in the use of natural resources;

(c) the protection or enhancement of the natural environment;

(d) the protection or enhancement of biodiversity;

(e) the promotion of environmental sustainability.

(2) 10In subsection (1), “greenhouse gas” has the meaning given by section 92(1) of
the Climate Change Act 2008.

2 Designation of the UK Green Investment Bank

(1) If the following two conditions are met, the Secretary of State may by order
designate the UK Green Investment Bank for the purposes of sections 3 to 6.

Enterprise and Regulatory Reform BillPage 2

(2) The first condition is that the Secretary of State is satisfied that the Bank’s
objects in its articles of association are such that, acting consistently with them,
it would engage only in activities that involve, or are incidental or conducive
to, making, facilitating or encouraging investments that it considers likely to
5contribute to the achievement of one or more of the green purposes in the
United Kingdom.

(3) The second condition is that the Secretary of State has laid before Parliament a
copy of an undertaking (the “operational independence undertaking”)
provided by the Secretary of State to the Bank for the purpose of facilitating the
10Bank’s ability to act as its directors consider appropriate in the light of the
objects in its articles of association.

(4) An order may not be made under this section unless at the date on which it is
made the UK Green Investment Bank is wholly owned by the Crown.

(5) An order under this section may not be amended or revoked.

(6) 15An order under this section is to be made by statutory instrument subject to
annulment in pursuance of a resolution of either House of Parliament.

(7) References in this Part to the UK Green Investment Bank are to the public
company limited by shares incorporated on 15 May 2012 with the company
number SC424067 and with the name UK Green Investment Bank plc.

3 20Alteration of the objects of the UK Green Investment Bank

(1) Where an order has been made under section 2, the UK Green Investment Bank
may not make any alteration to its objects in its articles of association unless—

(a) the alteration is made to give effect to an order of a court or other
authority having power to alter the Bank’s articles of association, or

(b) 25the making of the alteration has been approved by the Secretary of State
by order under this section.

(2) The Secretary of State may not make an order under this section approving the
making of an alteration unless the condition in subsection (3) is met.

(3) The condition is that the Secretary of State is satisfied that, if the alteration were
30made, the objects of the Bank in its articles of association would remain such
that, acting consistently with them, it would engage only in activities that
involve, or are incidental or conducive to, making, facilitating or encouraging
investments that it considers likely to contribute to the achievement of one or
more of the green purposes in the United Kingdom.

(4) 35An order under this section—

(a) is to be made by statutory instrument, and

(b) is not to be made unless a draft of the instrument has been laid before,
and approved by a resolution of, each House of Parliament.

4 The UK Green Investment Bank: financial assistance

(1) 40Where an order has been made under section 2, the Secretary of State may, with the
consent of the Treasury, give the UK Green Investment Bank financial assistance at
any time when the Crown’s shareholding in it is more than half of its issued share
capital.

Enterprise and Regulatory Reform BillPage 3

(2) The financial assistance may be given in any form that the Secretary of State,
with the consent of the Treasury, considers appropriate.

(3) It may in particular be given by way of—

(a) grants,

(b) 5loans,

(c) guarantees,

(d) the purchase of share capital of the Bank, or

(e) the transfer of assets or rights to the Bank.

(4) The financial assistance may be provided subject to such terms and conditions
10as the Secretary of State, with the consent of the Treasury, considers
appropriate (including, in the case of a grant or a loan, conditions requiring
repayment or, in the case of a guarantee, conditions requiring reimbursement
of any sums paid under it).

(5) The Treasury may arrange for money to be paid out of the National Loans Fund in
15order to enable loans to be made to the Bank under this section
.

(6) Nothing in this section affects the exercise of any power of the Treasury or the
Secretary of State to give financial assistance to the Bank otherwise than under
this section at a time when the Crown’s shareholding in the Bank is not more
than half of its issued share capital.

5 20The UK Green Investment Bank: accounts and reports

Where an order has been made under section 2, the UK Green Investment Bank
is to be treated for the purposes of the application to it of Parts 15 and 16 of the
Companies Act 2006, in respect of a financial year, as being a quoted company
within the meaning of section 385(2) of that Act.

6 25The UK Green Investment Bank: documents to be laid before Parliament

(1) Subsection (2) applies if—

(a) after an order has been made under section 2, copies of the UK Green
Investment Bank’s annual accounts and reports are, in accordance with
section 437 of the Companies Act 2006, laid before it in general meeting,
30and

(b) as at the date of the meeting, the Crown holds shares in the Bank.

(2) The Secretary of State must, as soon as practicable after the meeting, lay a copy
of the annual accounts and reports before Parliament.

(3) Subsection (4) applies if—

(a) 35after an order has been made under section 2, the Secretary of State—

(i) makes a material alteration to the terms of the operational
independence undertaking referred to in subsection (3) of
section 2, or

(ii) revokes that undertaking, and

(b) 40as at the date of the alteration or revocation, the Crown’s shareholding
in the UK Green Investment Bank is more than half of its issued share
capital.

(4) The Secretary of State must, as soon as practicable after the date referred to in
subsection (3)(b)

Enterprise and Regulatory Reform BillPage 4

(a) in the case of an alteration, lay a copy of the revised undertaking before
Parliament;

(b) in the case of revocation of the undertaking, lay before Parliament a
statement reporting the revocation.

5Part 2 Employment

Conciliation

7 Conciliation before institution of proceedings

(1) After section 18 of the Employment Tribunals Act 1996 (conciliation) insert—

18A 10Requirement to contact ACAS before instituting proceedings

(1) Before a person (“the prospective claimant”) presents an application to
institute relevant proceedings relating to any matter, the prospective
claimant must send to ACAS prescribed information, in the prescribed
manner, about that matter.

15This is subject to subsection (7).

(2) On receiving the prescribed information in the prescribed manner,
ACAS shall send a copy of it to a conciliation officer.

(3) The conciliation officer shall, during the prescribed period, endeavour
to promote a settlement between the persons who would be parties to
20the proceedings.

(4) If—

(a) during the prescribed period the conciliation officer concludes
that a settlement is not possible, or

(b) the prescribed period expires without a settlement having been
25reached,

the conciliation officer shall issue a certificate to that effect, in the
prescribed manner, to the prospective claimant.

(5) The conciliation officer may continue to endeavour to promote a
settlement after the expiry of the prescribed period.

(6) 30In subsections (3) to (5) “settlement” means a settlement that avoids
proceedings being instituted.

(7) A person may institute relevant proceedings without complying with
the requirement in subsection (1) in prescribed cases.

The cases that may be prescribed include (in particular)—

  • 35cases where the requirement is complied with by another
    person instituting relevant proceedings relating to the same
    matter;

  • cases where proceedings that are not relevant proceedings are
    instituted by means of the same form as proceedings that are;

  • 40cases where section 18B applies because ACAS has been
    contacted by a person against whom relevant proceedings are
    being instituted.

Enterprise and Regulatory Reform BillPage 5

(8) A person who is subject to the requirement in subsection (1) may not
present an application to institute relevant proceedings without a
certificate under subsection (4).

(9) Where a conciliation officer acts under this section in a case where the
5prospective claimant has ceased to be employed by the employer and
the proposed proceedings are proceedings under section 111 of the
Employment Rights Act 1996, the conciliation officer may in
particular—

(a) seek to promote the reinstatement or re-engagement of the
10prospective claimant by the employer, or by a successor of the
employer or by an associated employer, on terms appearing to
the conciliation officer to be equitable, or

(b) where the prospective claimant does not wish to be reinstated
or re-engaged, or where reinstatement or re-engagement is not
15practicable, seek to promote agreement between them as to a
sum by way of compensation to be paid by the employer to the
prospective claimant.

(10) In subsections (1) to (7) “prescribed” means prescribed in employment
tribunal procedure regulations.

(11) 20The Secretary of State may by employment tribunal procedure
regulations make such further provision as appears to the Secretary of
State to be necessary or expedient with respect to the conciliation
process provided for by subsections (1) to (8).

(12) Employment tribunal procedure regulations may (in particular) make
25provision—

(a) authorising the Secretary of State to prescribe, or prescribe
requirements in relation to, any form which is required by such
regulations to be used for the purpose of sending information to
ACAS under subsection (1) or issuing a certificate under
30subsection (4);

(b) requiring ACAS to give a person any necessary assistance to
comply with the requirement in subsection (1);

(c) for the extension of the period prescribed for the purposes of
subsection (3);

(d) 35treating the requirement in subsection (1) as complied with, for
the purposes of any provision extending the time limit for
instituting relevant proceedings, by a person who is relieved of
that requirement by virtue of subsection (7)(a).

18B Conciliation before institution of proceedings: other ACAS duties

(1) 40This section applies where—

(a) a person contacts ACAS requesting the services of a conciliation
officer in relation to a matter that (if not settled) is likely to give
rise to relevant proceedings against that person, and

(b) ACAS has not received information from the prospective
45claimant under section 18A(1).

(2) This section also applies where—

(a) a person contacts ACAS requesting the services of a conciliation
officer in relation to a matter that (if not settled) is likely to give
rise to relevant proceedings by that person, and

Enterprise and Regulatory Reform BillPage 6

(b) the requirement in section 18A(1) would apply to that person
but for section 18A(7).

(3) Where this section applies a conciliation officer shall endeavour to
promote a settlement between the persons who would be parties to the
5proceedings.

(4) If at any time—

(a) the conciliation officer concludes that a settlement is not
possible, or

(b) a conciliation officer comes under the duty in section 18A(3) to
10promote a settlement between the persons who would be
parties to the proceedings,

the duty in subsection (3) ceases to apply at that time.

(5) In subsections (3) and (4) “settlement” means a settlement that avoids
proceedings being instituted.

(6) 15Subsection (9) of section 18A applies for the purposes of this section as
it applies for the purposes of that section.

(2) Schedule 1 (conciliation: minor and consequential amendments) has effect.

8 Extension of limitation periods to allow for conciliation

Schedule 2 (extension of limitation periods to allow for conciliation) has effect.

9 20Extended power to define “relevant proceedings” for conciliation purposes

(1) Section 18 of the Employment Tribunals Act 1996 (conciliation) is amended as
follows.

(2) In subsection (8) (power of Secretary of State and Lord Chancellor to amend list
in subsection (1) of section 18), for paragraphs (a) and (b) substitute “amend the
25definition of “relevant proceedings” in subsection (1) by adding to or removing
from the list in that subsection particular types of employment tribunal
proceedings.”

(3) After subsection (8) insert—

(9) An order under subsection (8) that adds employment tribunal
30proceedings to the list in subsection (1) may amend an enactment so as
to extend the time limit for instituting those proceedings in such a way
as appears necessary or expedient in order to facilitate the conciliation
process provided for by section 18A.

(10) An order under subsection (8) that removes employment tribunal
35proceedings from the list in subsection (1) may—

(a) repeal or revoke any provision of an enactment that, for the
purpose mentioned in subsection (9), extends the time limit for
instituting those proceedings;

(b) make further amendments which are consequential on that
40repeal or revocation.

Enterprise and Regulatory Reform BillPage 7

Procedure for deciding tribunal cases

10 Decisions by legal officers

(1) In section 4 of the Employment Tribunals Act 1996 (composition of a tribunal),
after subsection (6C) insert—

(6D) 5A person appointed as a legal officer in accordance with regulations
under section 1(1) may determine proceedings in respect of which an
employment tribunal has jurisdiction, or make a decision falling to be
made in the course of such proceedings, if—

(a) the proceedings are of a description specified in an order under
10this subsection made by the Secretary of State and the Lord
Chancellor acting jointly, and

(b) all the parties to the proceedings consent in writing;

and any determination or decision made under this subsection shall be
treated as made by an employment tribunal.

(2) 15In section 41(2) of that Act (orders etc subject to affirmative resolution
procedure), after “section 4(4)” insert “or (6D)”.

11 Composition of Employment Appeal Tribunal

(1) The Employment Tribunals Act 1996 is amended as set out in subsections (2)
to (4).

(2) 20In section 28 (composition of Appeal Tribunal), for subsections (2) to (4A)
substitute—

(2) Proceedings before the Appeal Tribunal are to be heard by a judge
alone.

This is subject to subsections (3) to

25(7) and to any provision made by

(2)
virtue of section 30(2)(f) or (2A).

(3) A judge may direct that proceedings are to be heard by a judge and
either two or four appointed members.

(4) If a judge gives a direction under subsection (3), there shall be an equal
30number of—

(a) employer-representative members, and

(b) worker-representative members.

(5) A judge may, with the consent of the parties, direct that proceedings are
to be heard by a judge and either one or three appointed members.

(6) 35The Lord Chancellor may by order provide for proceedings of a
description specified in the order to be heard by a judge and a specified
number of appointed members.

(7) An order under subsection (6) may include provision about how many
of the appointed members are to be employer-representative members
40and how many are to be worker-representative members.

(8) In this section—

  • “employer-representative members” means appointed members
    whose knowledge or experience of industrial relations is as
    representatives of employers;

  • Enterprise and Regulatory Reform BillPage 8

  • “worker-representative members” means appointed members
    whose knowledge or experience of industrial relations is as
    representatives of workers.

(3) In section 30 (Appeal Tribunal procedure rules), in subsection (2)(f) (provision
5for dealing with interlocutory matters), for the words from “otherwise” to the
end substitute “by an officer of the Appeal Tribunal”.

(4) In section 41(2) (orders etc subject to affirmative resolution procedure), before
“or 40” insert “, 28(6)”.

(5) In consequence of the amendment made by subsection (2), omit paragraph 46
10of Schedule 8 to the Tribunals, Courts and Enforcement Act 2007.

Unfair dismissal

12 Power by order to increase or decrease limit of compensatory award

(1) The Secretary of State may by order made by statutory instrument amend
section 124 of the Employment Rights Act 1996 (limit of compensatory award
15etc) so as to vary the limit imposed for the time being by subsection (1) of that
section.

(2) The limit as so varied may be—

(a) a specified amount, or

(b) a specified number multiplied by a week’s pay of the individual
20concerned,

or it may be the lower of those things.

(3) Different amounts may be specified by virtue of subsection (2)(a) in relation to
employers of different descriptions.

(4) An amount specified by virtue of subsection (2)(a)

(a) 25may not be less than median annual earnings;

(b) may not be more than three times median annual earnings.

(5) A number specified by virtue of subsection (2)(b) may not be less than 52.

(6) An order under this section may make consequential, supplemental,
transitional, transitory or saving provision.

(7) 30The consequential provision that may be made under subsection (6) includes
provision inserting a reference to section 124 of the Employment Rights Act
1996 in section 226(3) of that Act (week’s pay: calculation date in unfair
dismissal cases).

(8) A statutory instrument containing an order under this section is not to be made
35unless a draft of the instrument has been laid before each House of Parliament
and approved by a resolution of each House.

(9) In this section “median annual earnings” means—

(a) the latest figure for median gross annual earnings of full-time
employees in the United Kingdom published by the Statistics Board
40(disregarding any provisional figures), or

(b) if that figure was published by the Statistics Board more than two years
before the laying of the draft of the statutory instrument in question, an

Enterprise and Regulatory Reform BillPage 9

estimate of the current amount of such earnings worked out in
whatever way the Secretary of State thinks fit.

(10) In section 34 of the Employment Relations Act 1999 (indexation of amounts
etc), after subsection (4) insert—

(4A) 5A reference in this section to a sum specified in section 124(1) of the
Employment Rights Act 1996 does not include anything specified by
virtue of section 12(2)(b) of the Enterprise and Regulatory Reform Act
2012 (specified number multiplied by a week’s pay of the individual
concerned).

(4B) 10As regards a sum specified in section 124(1) of the Employment Rights
Act 1996, the duty under subsection (2) to make an order with effect
from 6 April in a particular year does not arise where an order varying
such a sum with effect from a day within 12 months before that date has
been made under section 12(1) of the Enterprise and Regulatory
15Reform Act 2012.

Financial penalties

13 Power of employment tribunal to impose financial penalty on employers etc

(1) After section 12 of the Employment Tribunals Act 1996 insert—

Financial penalties
12A 20Financial penalties

(1) Where an employment tribunal determining a claim involving an
employer and a worker—

(a) concludes that the employer has breached any of the worker’s
rights to which the claim relates, and

(b) 25is of the opinion that the breach has one or more aggravating
features,

the tribunal may order the employer to pay a penalty to the Secretary
of State (whether or not it also makes a financial award against the
employer on the claim).

(2) 30The amount of a penalty under this section shall be—

(a) at least £100;

(b) no more than £5,000.

Subsections (3) and (4) have effect subject to the limits set by this
subsection.

(3) 35If an employment tribunal—

(a) makes a financial award against an employer on a claim, and

(b) also orders the employer to pay a penalty under this section in
respect of the claim,

the amount of that penalty shall be 50% of the amount of the award; but
40this does not apply where subsection (4) applies.

(4) In relation to a claim considered by an employment tribunal together
with another claim involving a different worker but the same
employer, if the tribunal—