(2) The regulations may—

(a) specify a person or a description of persons authorised to grant
licences, or

(b) provide for a person designated in the regulations to specify a
5person or a description of persons authorised to grant licences

(3) The regulations must provide that, for a work to qualify as an orphan
work, it is a requirement that the owner of copyright in it has not been
found after a diligent search made in accordance with the regulations.

(4) The regulations may provide for the granting of licences to do, or
10authorise the doing of, any act restricted by copyright that would
otherwise require the consent of the missing owner.

(5) The regulations must provide for any licence—

(a) to have effect as if granted by the missing owner;

(b) not to give exclusive rights;

(c) 15not to be granted to a person authorised to grant licences.

(6) The regulations may apply to a work although it is not known whether
copyright subsists in it, and references to a missing owner and a right
or interest of a missing owner are to be read as including references to
a supposed owner and a supposed right or interest.

116B 20Extended collective licensing

(1) The Secretary of State may by regulations provide for a licensing body
that applies to the Secretary of State under the regulations to be
authorised to grant copyright licences in respect of works in which
copyright is not owned by the body or a person on whose behalf the
25body acts.

(2) An authorisation must specify—

(a) the types of work to which it applies, and

(b) the acts restricted by copyright that the licensing body is
authorised to license.

(3) 30The regulations must provide for the copyright owner to have a right
to limit or exclude the grant of licences by virtue of the regulations.

(4) The regulations must provide for any licence not to give exclusive
rights.

(5) In this section “copyright licences” has the same meaning as in section
35116.

(6) Nothing in this section applies in relation to Crown copyright or
Parliamentary copyright.

116C General provision about licensing under sections 116A and 116B

(1) This section and section 116D apply to regulations under sections 116A
40and 116B.

(2) The regulations may provide for a body to be or remain authorised to
grant licences only if specified requirements are met, and for a question
whether they are met to be determined by a person, and in a manner,
specified in the regulations.

(3) The regulations may specify other matters to be taken into account in
any decision to be made under the regulations as to whether to
authorise a person to grant licences.

(4) The regulations must provide for the treatment of any royalties or other
5sums paid in respect of a licence, including—

(a) the deduction of administrative costs;

(b) the period for which sums must be held;

(c) the treatment of sums after that period (as bona vacantia or
otherwise).

(5) 10The regulations must provide for circumstances in which an
authorisation to grant licences may be withdrawn, and for determining
the rights and obligations of any person if an authorisation is
withdrawn.

(6) The regulations may include other provision for the purposes of
15authorisation and licensing, including in particular provision—

(a) for determining the rights and obligations of any person if a
work ceases to qualify as an orphan work (or ceases to qualify
by reference to any copyright owner), or if a rights owner
exercises the right referred to in section 116B(3), while a licence
20is in force;

(b) about maintenance of registers and access to them;

(c) permitting the use of a work for incidental purposes including
an application or search;

(d) for a right conferred by section 77 to be treated as having been
25asserted in accordance with section 78;

(e) for the payment of fees to cover administrative expenses.

116D Regulations under sections 116A and 116B

(1) The power to make regulations includes power—

(a) to make incidental, supplementary or consequential provision,
30including provision extending or restricting the jurisdiction of
the Copyright Tribunal or conferring powers on it;

(b) to make transitional, transitory or saving provision;

(c) to make different provision for different purposes.

(2) Regulations under any provision may amend this Part, or any other
35enactment or subordinate legislation passed or made before that
provision comes into force, for the purpose of making consequential
provision or extending or restricting the jurisdiction of the Copyright
Tribunal or conferring powers on it.

(3) Regulations may make provision by reference to guidance issued from
40time to time by any person.

(4) The power to make regulations is exercisable by statutory instrument.

(5) A statutory instrument containing regulations that amend an
enactment may not be made unless a draft of the instrument has been
laid before and approved by a resolution of each House of Parliament.

(6) 45Any other statutory instrument containing regulations is subject to
annulment in pursuance of a resolution of either House of Parliament.”

(4) Schedule 18 (which inserts Schedule A1 to the Copyright, Designs and Patents
Act 1988 and makes provision in relation to performers’ rights corresponding
to provision made by this section in relation to copyright) has effect.

60 Penalties under provision implementing Directive on term of protection

5Paragraph 1(1)(d) of Schedule 2 to the European Communities Act 1972
(limitation on criminal penalties) does not apply for the purposes of provision
under section 2(2) of that Act implementing Directive 2011/77/EU amending
Directive 2006/116/EC on the term of protection of copyright and certain
related rights.

10Payments to directors of quoted companies

61 Members’ approval of directors’ remuneration policy

(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
15be included in the report as to the policy of the company with
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
20report) insert—

“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) 25The policy as so revised must be set out in a document signed on behalf
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) 30how information is to be set out in the document.

(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) 35In section 439 of that Act (quoted companies: members’ approval of directors’
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

(1) A quoted company must give notice of the intention to move, as an
5ordinary 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 61 of the Enterprise
and Regulatory Reform Act 2012 or at an earlier general
10meeting, 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 financial year after the last accounts or other general
meeting in relation to which notice is given under this
15subsection.

(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—

(a) a resolution required to be put to the vote under section 439 was
20not 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.

(3) A notice given under subsection (2) is to be treated as given under
25subsection (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 company entitled to be sent notice of the meeting.

(5) 30Subsections (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 accounts meeting, subsection (3) applies as if for “accounts meeting”
35there 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, the remuneration policy contained in the directors’
40remuneration report in respect of which a resolution under
section 439 is required to be put to the vote at that accounts
meeting;

(b) in a case where notice is given in relation to a general meeting
other than an accounts meeting—

(i) 45the 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

(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
5before which the company’s annual accounts for a financial
year are to be laid;

(b) “directors’ remuneration policy” means the policy of the
company with respect to the matters mentioned in section
421(2A).”

62 10Restrictions on payments to directors

After section 226 of the Companies Act 2006 insert—

“ERROR: [“C HAPTER 4A ]ERROR: [D IRECTORS OF QUOTED COMPANIES: SPECIAL PROVISION]

Interpretation

226A Key definitions

(1) In this Chapter—

• 15“directors’ remuneration policy” means the policy of a quoted
  company with respect to the making of remuneration payments
  and payments for loss of office;

• “remuneration payment” means any form of payment or other
  benefit made to or otherwise conferred on a person as
  20consideration for the person being, or agreeing to become, a
  director of a company, other than a payment for loss of office;

• “payment for loss of office” has the same meaning as in Chapter 4
  of this Part.

(2) Subsection (3) applies where, in connection with a relevant transfer, a
25director of a quoted company is—

(a) to cease to hold office as director, or

(b) to cease to be the holder of—

(i) any other office or employment in connection with the
management of the affairs of the company, or

(ii) 30any office (as director or otherwise) or employment in
connection with the management of the affairs of any
subsidiary undertaking of the company.

(3) If in connection with the transfer—

(a) the price to be paid to the director for any shares in the company
35held by the director is in excess of the price which could at the
time have been obtained by other holders of like shares, or

(b) any valuable consideration is given to the director by a person
other than the company,

the excess or, as the case may be, the money value of the consideration
40is taken for the purposes of section 226C to have been a payment for
loss of office.

(4) In subsection (2), “relevant transfer” means—

(a) a transfer of the whole or any part of the undertaking or
property of the company or a subsidiary of the company;

(b) a transfer of shares in the company, or in a subsidiary of the
5company, resulting from a takeover bid.

(5) References in this Chapter to the making of a remuneration payment or
to the making of a payment for loss of office are to be read in accordance
with this section.

(6) References in this Chapter to a payment by a company include a
10payment by another person at the direction of, or on behalf of, the
company.

(7) References in this Chapter to a payment to a person (“B”) who is, has
been or is to be a director of a company include—

(a) a payment to a person connected with B, or

(b) 15a payment to a person at the direction of, or for the benefit of, B
or a person connected with B.

(8) Section 252 applies for the purposes of determining whether a person
is connected with a person who has been, or is to be, a director of a
company as it applies for the purposes of determining whether a
20person is connected with a director.

(9) References in this Chapter to a director include a shadow director but
references to loss of office as a director do not include loss of a person’s
status as a shadow director.

Restrictions relating to remuneration or loss of office payments

226B 25Remuneration payments

(1) A quoted company may not make a remuneration payment to a person
who is, or is to be, a director of the company unless—

(a) the payment is consistent with the approved directors’
remuneration policy, or

(b) 30the payment is approved by resolution of the members of the
company.

(2) The approved directors’ remuneration policy is the most recent
remuneration policy to have been approved by a resolution passed by
the members of the company in general meeting.

226C 35Loss of office payments

(1) No payment for loss of office may be made by any person to a person
who is, or has been, a director of a quoted company unless—

(a) the payment is consistent with the approved directors’
remuneration policy, or

(b) 40the payment is approved by resolution of the members of the
company.

(2) The approved directors’ remuneration policy is the most recent
remuneration policy to have been approved by a resolution passed by
the members of the company in general meeting.

226D Sections 226B and 226C: supplementary

(1) A resolution approving a payment for the purposes of section
226B(1)(b) or 226C(1)(b) must not be passed unless a memorandum
setting out particulars of the proposed payment (including its amount)
5is made available for inspection by the members of the company—

(a) at the company’s registered office for not less than 15 days
ending with the date of the meeting at which the resolution is to
be considered, and

(b) at that meeting itself.

(2) 10The memorandum must explain the ways in which the payment is
inconsistent with the approved directors’ remuneration policy (within
the meaning of the section in question).

(3) The company must ensure that the memorandum is made available on
the company’s website from the first day on which the memorandum
15is made available for inspection under subsection (1) until its next
accounts meeting.

(4) Failure to comply with subsection (3) does not affect the validity of the
meeting at which a resolution is passed approving a payment to which
the memorandum relates or the validity of anything done at the
20meeting.

(5) Nothing in section 226B or 226C authorises the making of a
remuneration payment or payment for loss of office in contravention of
the articles of the company concerned.

(6) In this section the “company’s website” is the website on which the
25company makes material available under section 430.

Supplementary

226E Payments made without approval: civil consequences

(1) An obligation (however arising) to make a payment which would be in
contravention of section 226B or 226C has no effect.

(2) 30Subject to subsections (3) and (4), if a payment is made in contravention
of section 226B or 226C—

(a) it is held by the recipient on trust for the company or other
person making the payment, and

(b) in the case of a payment by a company, any director who
35authorised the payment is jointly and severally liable to
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
40whole 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
45to 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) 5the 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
10resolution 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
15Chapter is to be treated as satisfying the requirements of section
226B(1)(b) or (as the case may be) 226C(1)(b).”

63 Payments to directors: minor and consequential amendments

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

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

(a) 20in 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) 25in 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—

“(5) 30Nothing 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) 35If 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
40must 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) 5for “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) 10After 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) 15In 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) 20in 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) 25after “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) 30In Schedule 8 (in the index of defined expressions), at the appropriate places
insert—

64 Payments to directors: transitional provision

(1) 45Subsection (2) of section 439A of the Companies Act 2006 (as inserted by
section 61(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 62)
50does 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
55approved under section 439A of the Companies Act 2006 (as inserted
by section 61(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
60of 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) 65The amendment made by section 63(4) does not apply in relation to a payment
for loss of office to which subsection (2) or (3) of this section applies.

General

65 Consequential amendments, repeals and revocations

(1) The Secretary of State may by order made by statutory instrument make such
70provision as the Secretary of State considers appropriate in consequence of this
Act.

(2) The power conferred by subsection (1) includes power—

(a) to make transitional, transitory or saving provision;

(b) to amend, repeal, revoke or otherwise modify any provision made by
75or under an enactment (including any enactment passed or made in the
same Session as this Act).

(3) An order under subsection (1) which makes provision for the transfer of a
function from the Competition Commission or the Office of Fair Trading to the
Competition and Markets Authority in consequence of Part 3 of this Act may
80make such modifications to the function as the Secretary of State considers
appropriate in consequence of the transfer.

(4) The modifications mentioned in subsection (3) may, in particular, alter the
circumstances in which, or the conditions under which, the function is
exercisable.

(5) A statutory instrument containing (whether alone or with other provision) an
5order under this section which amends, repeals or revokes any provision of
primary legislation 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.

(6) A statutory instrument containing an order under this section which does not
amend, repeal or revoke any provision of primary legislation is subject to
10annulment in pursuance of a resolution of either House of Parliament.

(7) In this section—

• “enactment” includes an Act of the Scottish Parliament, a Measure or Act
  of the National Assembly for Wales and Northern Ireland legislation;

• “primary legislation” means—

  (a)

  15an Act of Parliament,

  (b)

  an Act of the Scottish Parliament,

  (c)

  a Measure or Act of the National Assembly for Wales, and

  (d)

  Northern Ireland legislation.

66 Transitional, transitory or saving provision

20The Secretary of State may by order made by statutory instrument make such
transitional, transitory or saving provision as the Secretary of State considers
appropriate in connection with the coming into force of any provision of this
Act.

67 Financial provision

25There is to be paid out of money provided by Parliament—

(a) any expenditure incurred under or by virtue of this Act by the Secretary
of State or the Competition and Markets Authority, and

(b) any increase attributable to this Act in the sums payable under any
other Act out of money so provided.

68 30Extent

(1) Part 1 extends to England and Wales, Scotland and Northern Ireland.

(2) Part 2 extends only to England and Wales and Scotland, except that the
following provisions of that Part extend also to Northern Ireland—

(a) section 17(1)(c);

(b) 35paragraph 11 of Schedule 1;

(c) paragraphs 36 to 39 of Schedule 2.

(3) Part 3 extends to England and Wales, Scotland and Northern Ireland, except as
follows—

(a) paragraphs 15 to 44, 69 to 84 and 101 to 107 of Schedule 6 extend only
40to England and Wales and Scotland;

(b) paragraphs 52 to 68, 96, 108 to 123 and 127 to 139 of that Schedule
extend only to England and Wales;