Corporate Insolvency and Governance Bill (HC Bill 128)

(8) The provisions of the constitution or rules of the qualifying body have effect
subject to this paragraph.

Meetings of qualifying bodies held during the relevant period: power to make further provision

4 (1) The appropriate national authority may by regulations make provision for
5the purposes of, or in connection with, paragraph 3.

(2) The appropriate national authority may by regulations make provision
about the means by which, the form in which, and the period within which,
any notice or other document relating to a meeting to which paragraph 3
applies or is expected to apply may be given or made available.

(3) 10Regulations under this paragraph may—

(a) disapply or modify provisions of an enactment relating to meetings
within paragraph 3(2);

(b) disapply or modify provisions of the constitution or rules of a
qualifying body;

(c) 15make different provision for different purposes;

(d) make consequential, incidental or supplementary provision
(including provision disapplying or modifying a provision of an
enactment);

(e) make transitional provision or savings.

(4) 20In this paragraph “the appropriate national authority” means—

(a) in relation to qualifying bodies within paragraph 1(g) or (h), the
Secretary of State,

(b) in relation to qualifying bodies within paragraph 1(c), (d), (e) or (i),
the Treasury,

(c) 25in relation to qualifying bodies within paragraph 1(f), the Scottish
Ministers, and

(d) in relation to qualifying bodies within paragraph 1(a) or (b), the
Department for the Economy in Northern Ireland.

Extension of period for qualifying body to hold annual general meeting

5 (1) 30This paragraph applies where by reason of any provision a qualifying body
is or was under a duty to hold a general meeting as its annual general
meeting during a period (“the due period”) that ends during the relevant
period.

(2) The provision is to be read as if it imposes (and had always imposed) a duty
35on the qualifying body to hold a general meeting as its annual general
meeting during the period that begins with the due period and ends with the
relevant period (but this is subject to regulations under paragraph 6).

(3) If by reason of regulations made under paragraph 2 the relevant period is a
period that ends after 30 September 2020 this paragraph has effect as if the
40relevant period were a period that ends with 30 September 2020.

(4) In this paragraph a reference to “any provision” is a reference to any
provision of an enactment or of the constitution or rules of the qualifying
body.

(5) In the application of this paragraph in relation to a public company, the
references to a duty to hold a general meeting as its annual general meeting
are to be read as including a reference to a duty to hold an accounts meeting.

Power to extend period for qualifying body to hold annual general meeting

6 (1) 5The appropriate national authority may by regulations provide for any
provision that would (but for the regulations) have the effect mentioned in
sub-paragraph (2) to be read as if instead it had (and always had had) the
effect mentioned in sub-paragraph (3).

(2) The effect is that of imposing on a qualifying body a duty to hold a general
10meeting as its annual general meeting during a period (“the overlapping
period”) that overlaps to any extent with the relevant period.

(3) The effect is that of imposing on the qualifying body a duty to hold a general
meeting as its annual general meeting during a period that—

(a) begins with the overlapping period, and

(b) 15ends with such period immediately following the end of the
overlapping period as is specified in the regulations.

(4) A period specified in regulations for the purposes of sub-paragraph (3)(b)
must not exceed 8 months.

(5) Regulations under this paragraph may—

(a) 20make different provision for different purposes;

(b) make consequential, incidental or supplementary provision
(including provision disapplying or modifying a provision of an
enactment);

(c) make transitional provision or savings.

(6) 25In sub-paragraph (1) the reference to “any provision” is a reference to any
provision of an enactment or of the constitution or rules of a qualifying
body.

(7) In this paragraph “the appropriate national authority” has the same
meaning as in paragraph 4.

(8) 30In the application of this paragraph in relation to a public company, the
references to a duty to hold a general meeting as its annual general meeting
are to be read as including a reference to a duty to hold an accounts meeting.

Regulations

7 (1) Regulations made by the Secretary of State or the Treasury under this
35Schedule are to be made by statutory instrument.

(2) A statutory instrument containing regulations made by the Secretary of
State or the Treasury under this Schedule is subject to annulment in
pursuance of a resolution of either House of Parliament.

(3) Regulations made by the Scottish Ministers under this Schedule are subject
40to the negative procedure (see section 28 of the Interpretation and
Legislative Reform (Scotland) Act 2010 (asp 10)2010 (asp 10)).

(4) A power of the Department for the Economy in Northern Ireland to make
regulations under this Schedule is exercisable by statutory rule for the

purposes of the Statutory Rules (Northern Ireland) Order 1979 (S.I. 1979/
1573 (N.I. 12)).

(5) Regulations made by the Department for the Economy in Northern Ireland
under this Schedule are subject to negative resolution within the meaning of
5section 41(6) of the Interpretation Act (Northern Ireland) 1954 (c. 33 (N.I.)).

Other interpretation

8 In this Schedule—

• “accounts meeting” means a general meeting of a public company at
  which the company’s annual accounts and reports (within the
  10meaning given by section 471 of the Companies Act 2006) are laid;

• “constitution”, in relation to a company, is to be construed in
  accordance with section 17 of the Companies Act 2006;

• “enactment” includes an Act of the Scottish Parliament or an
  instrument made under such an Act;

• 15“public company” has the meaning given by section 4(2) of the
  Companies Act 2006.