Enterprise and Regulatory Reform Bill

Insert the following new Clause—

“Director General of Intellectual Property Rights

(1) The Copyright, Designs and Patents Act 1988 is amended as follows.

(2) In Part VII (miscellaneous and general) at the beginning insert—

A296 Director General of Intellectual Property Rights

(1) The Secretary of State shall appoint an officer to be known as the Director General of Intellectual Property Rights (“the Director General”).

(2) The Director General has a duty to—

(a) promote the creation of new intellectual property,

(b) protect and promote the interests of UK intellectual property rights holders,

(c) co-ordinate effective enforcement of UK intellectual property rights, and

(d) educate consumers on the nature and value of intellectual property.

(3) In performing those duties, the Director General must also have regard to the desirability of—

(a) promoting the importance of intellectual property in the UK,

(b) encouraging investment and innovation in new UK intellectual property, and

(c) protecting intellectual property against infringement of rights.””

Insert the following new Clause—

“Annual report on copyright licensing

(1) The Copyright, Designs and Patents Act 1988 is amended as follows.

(2) In Part VII (miscellaneous and general), after section 301—

“301A Annual report on copyright licensing

The Secretary of State shall commission and present to Parliament an annual report on the state of copyright licensing in the United Kingdom and of cross border co-ordination with other jurisdictions.””

Insert the following new Clause—

“Metadata

(1) The Copyright, Designs and Patents Act 1988 is amended as follows.

(2) In Part VII (miscellaneous and general), after section 296ZG insert—

“296ZH Effect of electronic rights management information when material gathered by an automated process

(1) This section applies where electronic rights management information is associated with a copy of a copyright work, or appears in connection with the communication to the public of a copyright work, and a person (A) in the course of a business (including without limitation in pursuance of educational, cultural or any other non profit objectives) makes a copy of or performs any other restricted act in relation to that work by an automated process.

(2) If the conditions in subsection (3) are satisfied, A is deemed to have notice of the contents of that electronic rights management information (“the information”) for all purposes relating to his further use of, or access to, the copyright work.

(3) Those conditions are that—

(a) it is reasonably practicable for A to instruct the equipment or software which conducts the automated process to recognise, read and interpret the information;

(b) the meaning of the information may be ascertained from published standards which A knows about or ought to know about;

(c) the meaning of the information is sufficiently clear that it is reasonably practicable to instruct A’s equipment or software to comply with any restrictions contained in the information regarding the further use of, or access to, the copyright work.

(4) Where, apart from this section, A would be regarded in law as having notice of any of the information, nothing in this section prevents A from having such notice.

(5) Subsections (1) to (4), and any other provisions of this Act as it has effect for the purposes of those subsections, apply, with any necessary adaptations, to rights in performances, publication right and database right.

(6) Section 296ZG(7) (definition of certain expressions) extends to this section.””

Insert the following new Clause—

“Exploitation of two-dimensional images of articles embodying designs derived from artistic work

(1) The Copyright, Designs and Patents Act 1988 is amended as follows.

(2) In Chapter 3 of Part I (acts permitted in relation to copyright works), after section 51 insert—

“51A Exploitation of two-dimensional images of articles embodying designs derived from artistic work

(1) This section applies where a design has been made available to the public, in the United Kingdom or elsewhere.

(2) It is not an infringement of copyright in the design itself (if any), or any artistic work embodied or incorporated in it, to make, distribute, communicate to the public photographs, graphic or reprographic reproductions, films, or other two-dimensional images of articles embodying the design.

(3) The Secretary of State may by order make provision excluding from the operation of this section such articles of a primarily literary or artistic character as he thinks fit.

(4) An order shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

(5) In this section—

(a) design has the meaning found in section 1(2) of the Registered Designs Act 1949;

(b) “making available” means making available to the public by publishing following registration or otherwise, or exhibiting, using in trade or otherwise disclosing.””

Insert the following new Clause—

“Fair use of designs derived from artistic work

(1) The Copyright, Designs and Patents Act 1988 is amended as follows.

(2) In Chapter 3 of Part I (acts permitted in relation to copyright works) after section 51 insert—

“51A Fair use of designs derived from artistic work

(1) This section applies where a design incorporating an artistic work or any part thereof has been made available to the public, in the United Kingdom or elsewhere.

(2) It is not an infringement of copyright in the design itself (if any), or the artistic work, to make a fair use of the design.

(3) Whether a use is “fair” within the meaning of subsection (2) depends on a number of non-cumulative factors, including the following—

(a) the significance of the parts of the design that are used;

(b) the purposes for which the design is used;

(c) the extent to which the user has transformed the parts of the artistic work that are used;

(d) whether the author of the artistic work is easily identifiable and whether the copyright owner is readily locatable;

(e) the age of the design and the copyright work on which it is based.

(4) It is not a fair use of a design to make or distribute to the public articles which are replicas of the articles referred to in subsection (1), unless the origin of the work is sufficiently acknowledged.

(5) It is a fair use of a design to make, distribute, communicate to the public photographs, graphic or reprographic reproductions, or other two-dimensional images of articles referred to in subsection (1).

(6) It is a fair use of a design to make a design which produces on an informed user a different overall impression.

(7) Where only part of an artistic work is exploited as mentioned in subsection (1), subsection (2) applies only in relation to that part.

(8) The Secretary of State may by order make provision—

(a) excluding from the operation of this section such articles of a primarily literary or artistic character as he thinks fit;

(b) identifying situations which constitute fair use of a design.

(9) An order shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

(10) In this section—

(a) design has the meaning found in section 1(2) of the Registered Designs Act 1949 (as amended);

(b) “making available” means “making available to the public by publishing following registration or otherwise, or exhibiting, using in trade or otherwise disclosing.””

Insert the following new Clause—

“Caricature, parody and pastiche

In the Copyright, Designs and Patents Act 1988, after section 30 insert—

“30A Caricature, parody and pastiche

(1) Fair dealing with a work for the purposes of caricature, parody or pastiche does not infringe any copyright in the work provided that—

(a) it is done in accordance with the rules of the genre;

(b) it is accompanied by sufficient acknowledgement; and

(c) the work has been made available to the public.

(2) Section 30(1A) shall apply to subsection (1) as it does to section 30(1).””

Page 61, line 8, at end insert—

“( ) in Schedule 1, paragraph 6;”

Page 61, line 9, at end insert—

“( ) The Secretary of State shall by regulations ensure that transitional provisions allow existing stocks of relevant articles falling within section 52 of the Copyright, Designs and Patents Act 1988 held in the United Kingdom on the day of the coming into force of this Act to be sold thereafter.”

Page 61, line 9, at end insert—

“( ) This section shall not apply to acts done in relation to copies of artistic works—

(a) within four months after the entry into force of this section provided that—

(i) the copies of the work were manufactured in the EEA; or

(ii) the copies of the work were imported into the EEA before the commencement of this section;

(b) after four months but within eight months after the entry into force of this section provided that—

(i) the conditions set out in paragraph (a)(i) are fulfilled; and

(ii) there are extraordinary circumstances justifying the acts.

This provision is without prejudice to the other exceptions set out in Chapter III of Part I of the Copyright, Designs and Patents Act 1988.”

Page 61, line 9, at end insert—

“( ) This section applies where a design incorporating an artistic work or any part thereof has been made available to the public, in the United Kingdom or elsewhere.

( ) It is not an infringement of copyright in the artistic work to make and exploit articles the design of which produces on an informed user a different overall impression from the design of the article which has been made available to the public in accordance with this section.”

Page 61, line 9, at end insert—

“( ) This section shall not apply to acts done in relation to copies of artistic works—

(a) within six months after the entry into force of this section provided that—

(i) the copies of the work were manufactured in the EEA, or

(ii) the copies of the work were imported into the EEA before the commencement of this section;

(b) after six months but within 12 months after the entry into force of this section provided that—

(i) the conditions set out in paragraph (a)(i) are fulfilled, and

(ii) there are extraordinary circumstances justifying the acts.”

Insert the following new Clause—

“Revived copyright: transitional provisions and use as of right subject to reasonable royalty

(1) Part III of the Duration of Copyright and Rights in Performances Regulations 1995 (savings and transitional provisions) are amended as follows.

(2) In Regulation 16 after paragraph (d) insert—

“(e) to works in which copyright has been revived as a result of section 65 of the Enterprise and Regulatory Reform Act 2013.”

(3) In Regulation 24 after paragraph 4 insert—

“(5) This Regulation does not apply to artistic works in which copyright has been revived as a result of section 65 of the Enterprise and Regulatory Reform Act 2013.””

Page 61, leave out lines 15 to 31 and insert—

“( ) The Secretary of State may by regulation vary penalties in accordance with the penalties laid down in the Act.””

Page 61, line 29, after “containing” insert “each individual”

Page 61, line 30, leave out “the” and insert “each individual”

Page 61, line 31, at end insert—

“( ) Regulations under this section may only be introduced via a single statutory instrument, containing that regulation to be considered on its own merits.”

Page 61, line 31, at end insert—

“( ) A separate impact statement must be published with each such individual order.”

Page 61, line 35, leave out from beginning to end of line 12 on page 62 and insert—

“( ) The Secretary of State may by regulation vary penalties in accordance with the penalties laid down in this Act.”

Page 62, line 20, leave out from “unpublished” to end of line 21

Page 62, line 22, after “expire” insert “—

(a) with the end of the term of protection of copyright laid down by Directive 2006/116/EC or at any later time;

(b) subject to that,”

The above-named Lords give notice of their intention to oppose the Question that Clause 67 stand part of the Bill.

[Withdrawn]

Page 63, line 7, leave out “may” and insert “must”

Page 63, leave out lines 8 to 11 and insert “specify a licensing body authorised to grant licences, only if this licensing body represents a substantial number of copyright owners of the type of work for which a licence is to be granted”

Page 63, leave out lines 8 to 11 and insert “provide that the power to provide licensing of orphan works extends so far as, but no further than, what is necessary in order to implement Directive 2012/28/EU on certain permitted uses of orphan works in the United Kingdom”

Page 63, leave out lines 12 to 25

Page 63, line 13, after second “it” insert “(or the relevant owner of that part of the copyright which is sought to be licensed)”

Page 63, line 14, after “search” insert “of each individual work”

Page 63, line 14, at end insert—

“( ) The regulations must require that reasonable inquiry is made for the identity of the author, if the owner of copyright in an orphan work is not the first owner of copyright.

( ) The regulations must require that diligent search is undertaken to find known authors, and the regulations must provide for authors who have assigned copyright in an orphan work to have a right to equitable remuneration.”

Page 63, line 21, after “person” insert “specified pursuant to subsection (2) as”

Page 63, line 21, at end insert—

“(d) to be time limited, and in any event, to end when copyright in the work has expired.”

Page 63, line 23, after “it,” insert “whether there are any continuing exclusive licences previously granted,”

Page 63, leave out lines 29 to 31 and insert “authorised to extend an existing copyright licence between a user and the licensing body so as to confer on the user the right of exploitation within the United Kingdom provided by the licence in respect of works in which copyright is not owned or controlled by the licensing body or a person on whose behalf the licensing body acts”

Page 63, line 30, leave out “copyright is not owned” and insert “no aspect of the copyright is owned or controlled”

Page 63, line 31, at end insert—

“( ) Authorisation under subsection (1) shall only be granted if the following conditions are met—

(a) the licensing body is significantly representative of the UK rights holders in the field concerned;

(b) the licence also includes works of the licensing body’s members for the same use.”

Page 63, line 33, after “applies,” insert—

“( ) the types of use to which it applies,”

Page 63, line 35, at end insert—

“( ) In authorising a licensing body in accordance with subsections (1) and (2), the Secretary of State must be satisfied that the licensing body is acting with the approval of its membership.”

Page 63, line 35, at end insert—

“(2A) An authorisation may provide for a licensing body to grant copyright licences to film material of all ages, related materials and pre-1990 broadcast materials for educational use and learning purposes.”

Page 63, line 36, after “owner” insert “, exclusive licensee or an authorised representative,”

Page 63, line 39, at end insert—

“( ) The regulations must provide for the authorised licensing body to be required to adopt a code of practice that gives members and non-members equal rights and complies with criteria specified in the regulations.”

Page 63, line 39, at end insert—

“( ) The regulations must provide that the licensing body makes customary warranties on behalf of the missing owner to the licensee, as follows—

(a) that he has full right to enter into the agreement;

(b) that the work is an original work written by the owner;

(c) that the work in no way infringes any existing copyright;

(d) that the work contains nothing unlawful, indecent or libellous;

(e) that it does not infringe any right of privacy confidentiality or any intellectual property right;

(f) that any recipe formula or instruction contained in the work is accurate and is not injurious to the user.”

Page 64, line 5, after “met” insert “in accordance with sections 116A and 116B as applicable”

Page 64, line 12, after “paid” insert “if deemed required”

Page 64, line 12, after “paid” insert “including remuneration”

Page 64, line 20, at end insert—

“( ) The regulations must make provision 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 copyright owner or an exclusive licensee exercises the right referred to in section 116B(3) while a licence is in force.”

Page 64, leave out lines 23 to 27

Page 65, line 2, leave out “that amend an enactment”

Page 65, leave out lines 5 and 6

Lord Clement-Jones gives notice of his intention to oppose the Question that Clause 68 stand part of the Bill.

Insert the following new Clause—

“Greater protection for authors when assigning or licensing copyright

In paragraph 1(c) of Schedule 1 to the Unfair Contract Terms Act 1977, omit “copyright”.”

Page 255, leave out lines 1 to 6 and insert—

“(2) The regulations may provide that, if a licensing body fails to adopt such a code of practice, any code of practice that is approved for the purposes of that licensing body by the Secretary of State, or by a person designated by the Secretary of State under the regulations, has effect as a code of practice adopted by the body.

(3) The regulations must provide that a code is not to be approved for the purposes of provision under sub-paragraph (2) unless it complies with criteria specified in the regulations.”

Page 255, leave out lines 7 to 13

Page 255, line 14, leave out “Licensing code”

Page 255, line 16, leave out “licensing code”

Page 255, line 20, leave out “licensing code”

Page 255, line 26, leave out “licensing code”

Page 255, line 28, leave out “licensing code”

Page 255, line 31, leave out “licensing code”

Page 255, line 34, leave out “licensing code”

Page 255, line 36, leave out “licensing code”

Page 256, leave out lines 1 to 5

Page 256, line 35, at end insert “on a licensing body”

Page 256, leave out lines 36 to 38

Page 256, line 39, leave out “may” and insert “must”

Page 256, line 41, at end insert “any provision made under”

Page 256, line 45, leave out “the imposition of any such sanction” and insert “a determination within paragraph (a) or (b)”

Page 256, line 45, leave out “the imposition of any such” and insert “a determination of a failure to comply or the imposition of a”

Page 257, line 13, at end insert “to defray reasonable costs incurred in relation to that licensing body”

Page 257, line 37, leave out first “or” and insert “, including provision”

Page 257, line 39, at end insert—

“( ) Regulations under this Schedule must make provision as to conditions that are to be satisfied, and procedures that are to be followed—

(a) before a licensing body is required to adopt a code of practice as described in paragraph 1(1);

(b) before a code of practice has effect as one adopted by a licensing body as described in paragraph 1(2);

(c) before an ombudsman is appointed as described in paragraph 3(1); and

(d) before a code reviewer is appointed as described in paragraph 4(1).”

Page 257, leave out lines 40 and 41

Page 257, line 41, at end insert—

“( ) The regulations must provide for the Secretary of State to consult persons whom the Secretary of State considers represent the interests of licensing bodies, licensees and members of licensing bodies, and the Intellectual Property Office before—

(a) specifying criteria with which a code of practice must comply,

(b) making provision as to the conditions and procedures referred to in paragraph 2,

(c) appointing a person as an ombudsman, or

(d) appointing a person as a code reviewer.”

Page 257, line 44, leave out “that amend an enactment”

Page 258, leave out lines 3 to 5

Page 258, line 41, after “person” insert “specified pursuant to sub-paragraph (2) as”

Page 259, line 11, leave out “the act is not owned” and insert “no aspect of the copyright is owned or controlled”

Page 259, line 12, at end insert—

“( ) Authorisation under sub-paragraph (1) shall only be granted if the following conditions are met—

(a) the licensing body is significantly representative of the UK rights holders in the field concerned;

(b) the licence also includes works of the licensing body’s members for the same use.”

Page 259, line 14, at end insert—

“( ) An authorisation must also specify the types of use to which it applies.”

Page 259, line 15, after “owner” insert “, exclusive licensee or an authorised representative”

Page 259, line 23, after “met,” insert “including the requirement to act in the public interest,”

Page 259, line 25, at end insert—

“(2A) The regulations may require that a body authorised to grant licenses include on its governing body representatives of rights-holders and users of works for which it is authorised to grant licenses.”

Page 259, line 38, at end insert—

“( ) The regulations must make provision 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 copyright owner or an exclusive licensee exercises the right referred to in section 116B(3) while a licence is in force.”

Page 259, leave out lines 41 to 45

Page 260, line 23, leave out “that amend an enactment”

Page 260, leave out lines 27 to 29

Lord Stevenson of Balmacara gives notice of his intention to oppose the Question that Clause 69 stand part of the Bill.

Page 65, line 24, at end insert—

“(2B) The regulations must require the inclusion of information regarding the ten highest paid and ten lowest paid employees in the company outside of the board and executive committee.”

Page 65, line 24, at end insert—

“(2C) The regulations must require the inclusion of information about payments to recruitment and remuneration consultants in respect of directors’ remuneration.”

Page 65, line 29, at end insert—

“(1A) A representative of the company’s employees must be consulted in the preparation of any such revision.”

Page 66, line 8, leave out “ordinary” and insert “special”

Page 66, line 14, leave out from “held” to end of line 18 and insert “annually thereafter”

Page 66, line 20, leave out “ordinary” and insert “special”

Page 67, line 12, at end insert—

“(c) “special resolution” has the same meaning as defined under section 283”

Page 71, line 11, after “concerned,” insert—

“( ) particulars of any remuneration payment (within the meaning of Chapter 4A of Part 10) made or to be made to the person after ceasing to be a director, including its amount and how it was calculated,”

Page 71, line 13, leave out ‘Chapter 4A of Part 10” and insert “that Chapter”

Page 71, line 13, after “made” insert “or to be made”

Insert the following new Clause—

“Supply of customer data

(1) The Secretary of State may by regulations require a regulated person to provide customer data—

(a) to a customer, at the customer’s request;

(b) to a person who is authorised by a customer to receive the data, at the customer’s request or, if the regulations so provide, at the authorised person’s request.

(2) “Regulated person” means—

(a) a person who, in the course of a business, supplies gas or electricity to any premises;

(b) a person who, in the course of a business, provides a mobile phone service;

(c) a person who, in the course of a business, provides financial services consisting of the provision of current account or credit card facilities;

(d) any other person who, in the course of a business, supplies or provides goods or services of a description specified in the regulations.

(3) “Customer data” means information which—

(a) is held in electronic form by or on behalf of the regulated person, and

(b) relates to transactions between the regulated person and the customer.

(4) Regulations under subsection (1) may make provision as to the form in which customer data is to be provided and when it is to be provided (and any such provision may differ depending on the form in which a request for the data is made).

(5) Regulations under subsection (1)—

(a) may authorise the making of charges by a regulated person for complying with requests for customer data, and

(b) if they do so, must provide that the amount of any such charge—

(i) is to be determined by the regulated person, but

(ii) may not exceed the cost to that person of complying with the request.

(6) Regulations under subsection (1)(b) may provide that the requirement applies only if the authorised person satisfies any conditions specified in the regulations.

(7) In deciding whether to specify a description of goods or services for the purposes of subsection (2)(d), the Secretary of State must (among other things) have regard to the following—

(a) the typical duration of the period during which transactions between suppliers or providers of the goods or services and their customers take place;

(b) the typical volume and frequency of the transactions;

(c) the typical significance for customers of the costs incurred by them through the transactions;

(d) the effect that specifying the goods or services might have on the ability of customers to make an informed choice about which supplier or provider of the goods or services, or which particular goods or services, to use;

(e) the effect that specifying the goods or services might have on competition between suppliers or providers of the goods or services.

(8) The power to make regulations under this section may be exercised—

(a) so as to make provision generally, only in relation to particular descriptions of regulated persons, customers or customer data or only in relation to England, Wales, Scotland or Northern Ireland;

(b) so as to make different provision for different descriptions of regulated persons, customers or customer data;

(c) so as to make different provision in relation to England, Wales, Scotland and Northern Ireland;

(d) so as to provide for exceptions or exemptions from any requirement imposed by the regulations, including doing so by reference to the costs to the regulated person of complying with the requirement (whether generally or in particular cases).

(9) For the purposes of this section, a person (“C”) is a customer of another person (“R”) if—

(a) C has at any time, including a time before the commencement of this section, purchased (whether for the use of C or another person) goods or services supplied or provided by R or received such goods or services free of charge, and

(b) the purchase or receipt occurred—

(i) otherwise than in the course of a business, or

(ii) in the course of a business of a description specified in the regulations.

(10) In this section, “mobile phone service” means an electronic communications service which is provided wholly or mainly so as to be available to members of the public for the purpose of communicating with others, or accessing data, by mobile phone.”

Insert the following new Clause—

“Supply of customer data: enforcement

(1) Regulations may make provision for the enforcement of regulations under section (Supply of customer data) (“customer data regulations”) by the Information Commissioner or any other person specified in the regulations (and, in this section, “enforcer” means a person on whom functions of enforcement are conferred by the regulations).

(2) The provision that may be made under subsection (1) includes provision—

(a) for applications for orders requiring compliance with the customer data regulations to be made by an enforcer to a court or tribunal;

(b) for notices requiring compliance with the customer data regulations to be issued by an enforcer and for the enforcement of such notices (including provision for their enforcement as if they were orders of a court or tribunal).

(3) The provision that may be made under subsection (1) also includes provision—

(a) as to the powers of an enforcer for the purposes of investigating whether there has been, or is likely to be, a breach of the customer data regulations or of orders or notices of a kind mentioned in subsection (2)(a) or (b) (which may include powers to require the provision of information and powers of entry, search, inspection and seizure);

(b) for the enforcement of requirements imposed by an enforcer in the exercise of such powers (which may include provision comparable to any provision that is, or could be, included in the regulations for the purposes of enforcing the customer data regulations).

(4) Regulations under subsection (1) may—

(a) require an enforcer (if not the Information Commissioner) to inform the Information Commissioner if the enforcer intends to exercise functions under the regulations in a particular case;

(b) provide for functions under the regulations to be exercisable by more than one enforcer (whether concurrently or jointly);

(c) where such functions are exercisable concurrently by more than one enforcer—

(i) designate one of the enforcers as the lead enforcer;

(ii) require the other enforcers to consult the lead enforcer before exercising the functions in a particular case;

(iii) authorise the lead enforcer to give directions as to which of the enforcers is to exercise the functions in a particular case.

(5) Regulations may make provision for applications for orders requiring compliance with the customer data regulations to be made to a court or tribunal by a customer who has made a request under those regulations or in respect of whom such a request has been made.

(6) Subsection (8)(a) to (c) of section (Supply of customer data) applies for the purposes of this section as it applies for the purposes of that section.

(7) The Secretary of State may make payments out of money provided by Parliament to an enforcer.

(8) In this section, “customer” and “regulated person” have the same meaning as in section (Supply of customer data).”

Insert the following new Clause—

“Supply of customer data: supplemental

(1) The power to make regulations under section (Supply of customer data) or (Supply of customer data: enforcement) includes—

(a) power to make incidental, supplementary, consequential, transitional or saving provision;

(b) power to provide for a person to exercise a discretion in a matter.

(2) Regulations under either of those sections must be made by statutory instrument.

(3) A statutory instrument containing regulations which consist of or include provision made by virtue of section (Supply of customer data)(2)(d) may not be made unless a draft of the instrument has been laid before, and approved by a resolution of, each House of Parliament.

(4) A statutory instrument containing any other regulations under section (Supply of customer data) or section (Supply of customer data: enforcement) is subject to annulment in pursuance of a resolution of either House of Parliament.”

Insert the following new Clause—

“Fiduciaries: performance of investment functions

(1) In the performance of any investment functions, a fiduciary must act in the way the fiduciary considers, in good faith, would be most likely to be for the benefit of the beneficiaries as a whole and to be fair as between the beneficiaries, including as between present and future beneficiaries and in doing so, the fiduciary may have regard (amongst other matters) to—

(a) the likely consequences of any investment activities in the long term,

(b) the impact of any investment activities on the financial system and the economy,

(c) social and environmental considerations, including—

(i) the implications of social and environmental factors for return on investments, and

(ii) the impact of any investment activities on communities and the environment,

(d) the implications of any investment activities for beneficiaries’ quality of life, and

(e) the views, including the ethical views, of beneficiaries.

(2) If a fiduciary considers that the general adoption by market participants of a particular standard of conduct has been or would be conducive to the benefit of the beneficaries, the fiduciary may observe and promote the standard notwithstanding any rule of common law or equity which might otherwise oblige the fiduciary to act contrary to the standard or to require or influence any other person to do so.

(3) In this section—

“beneficiaries” means persons for whose benefit investments are being, will be or may be applied, whatever the particular form of ownership under which investments are held for the time being;

“benefit” includes—

(a) financial benefit provided out of investments; and

(b) any benefit which the fiduciary considers can be conferred on beneficiaries without any material prejudice to long-term return on investments;

“fiduciary” means a person or institution to which this section applies;

“investment activities” means any actions taken in the performance of any investment functions;

“investment functions” includes (amongst other matters) such of the following as pertain to the particular description of fiduciary—

(a) the selection, retention and realisation of investments,

(b) the exercise of rights, including voting rights, attaching to investments,

(c) engagement with the managers of investee companies and other investee entities, including in relation to corporate governance and corporate actions,

(d) the selection, appointment and monitoring of investment managers and other agents to whom the fiduciary delegates any investment functions,

(e) the selection and ongoing review of any investment funds which are operated by institutions acting as principals and in which the fiduciary invests,

(f) the selection, appointment and monitoring of investment consultants and of other advisers in relation to the performance of any investment functions,

(g) advising or assisting another fiduciary in relation to the performance of any investment functions,

(h) taking such steps as the fiduciary considers reasonable to ascertain the views of beneficiaries in relation to the fiduciary’s investment activities, and

(i) collective action with other market participants to further any common interests;

“investments” means the investments in relation to which any investment functions are performed and, where the context admits, includes assets of any kind representing such investments;

“standard of conduct” includes (without limitation) a standard which a fiduciary considers to be in accordance with—

(a) widely accepted norms of behaviour relating to environmental, social or governance issues, including any such norms set out in international conventions, voluntary codes of practice or otherwise, or

(b) the views or values of beneficiaries.”

Insert the following new Clause—

“Persons or institutions to which section (Fiduciaries: performance of investment functions) applies

(1) The persons or institutions to which section 1 applies are—

(a) the trustees of a trust scheme as defined in section 124(1) of the Pensions Act 1995;

(b) any person or institution to whom the trustees of a trust scheme have delegated any of their investment functions as defined in section 1(3), in relation to the performance of such functions;

(c) any person or institution whom the trustees of any trust scheme have appointed to advise or assist them in the performance of their investment functions, in relation to the giving of such advice or assistance;

(d) undertakings authorised under the Financial Services and Markets Act 2000 to carry on long-term insurance business, that is, the activity of effecting or carrying out contracts of long-term insurance within the meaning of the Financial Services and Markets (Regulated Activities) Order 2001 (S.I. 2001/544), in relation to the effecting or carrying out of any contact falling within paragraph VII (pension fund management) of Part II of Schedule 1 to that order; and

(e) any person managing the investments of a personal pension scheme as defined in section 1(1) of the Pensions Schemes Act 1993, in relation to such management.

(2) The Secretary of State may by regulation—

(a) provide that section 1 applies to further descriptions of person or institution either generally or in prescribed circumstances;

(b) provide that where, by virtue of subsection (1) of this section, section 1 applies to any description of person or institution in prescribed circumstances only, it shall apply in further prescribed circumstances or generally;

(c) provide that where, by virtue of regulations made under paragraph (a) or (b), section 1 applies to any description of person or institution either generally or in prescribed circumstances, it shall no longer so apply but no such provision shall restrict the scope of subsection (1).”

Page 73, leave out lines 34 to 36 and insert—

“(6) The regulations may provide for an employment tribunal to have power, where a person fails to comply with an order to carry out an equal pay audit, to order that person to pay a penalty to the Secretary of State of not more than an amount specified in the regulations.

(6A) The regulations may provide for that power—

(a) to be exercisable in prescribed circumstances;

(b) to be exercisable more than once, if the failure to comply continues.

(6B) The first regulations made by virtue of subsection (6) must not specify an amount of more than £5,000.

(6C) Sums received by the Secretary of State under the regulations must be paid into the Consolidated Fund.”

Page 73, leave out lines 37 to 41 and insert—

“(7) The first regulations under this section must specify an exemption period during which the requirement to order an equal pay audit does not apply in the case of a business that—

(a) had fewer than 10 employees immediately before a specified time, or

(b) was begun as a new business in a specified period.

(8) For the purposes of subsection (7)—

(a) “specified” means specified in the regulations, and

(b) the number of employees a business had or the time when a business was begun as a new business is to be determined in accordance with the regulations.”

Page 73, line 41, at end insert—

“( ) Before making regulations under this section, a Minister of the Crown must consult any other Minister of the Crown with responsibility for employment tribunals.”

Insert the following new Clause—

“Relationship between an insolvent company and its suppliers

(1) Section 233 of the Insolvency Act 1986 (supplies of gas, water, electricity, etc) is amended as follows.

(2) In subsection (3)(a) at the end insert “or other supplier”.

(3) In subsection (3)(b) at the end insert “or other supplier”.

(4) In subsection (3)(d) at the end insert “or other supplier”.

(5) After subsection (3)(d) insert—

“(e) a supply of computer hardware or software or infrastructure permitting electronic communications.”

(6) After subsection (3) insert—

“(3A) Any provision in a contract between a company and a supplier of goods or services that purports to terminate the agreement, or alter the terms of the contract, on the happening of any of the events specified in subsection (1) is void.””

Page 75, line 39, after “19” insert “(and section 63(3) so far as it relates to those paragraphs)”

Page 75, line 40, leave out “and 63” and insert “, 63 and (Abolition of Agricultural Wages Board and related English bodies)(1) to (3)”

Page 75, line 40, after “63” insert “(1) and (2)”

Page 75, line 41, after “19” insert “(and section 63(3) so far as it relates to those paragraphs)”

Page 75, line 42, at end insert “, and

(e) an amendment, repeal or revocation made by Schedule (Abolition of Agricultural Wages Board and related English bodies: consequential provision) has the same extent as the provision amended, repealed or revoked, subject to subsection (5A).

(5A) The repeals of the following provisions in Schedule (Abolition of Agricultural Wages Board and related English bodies: consequential provision) extend to England and Wales only—

(a) section 67 of the Agriculture Act 1967,

(b) paragraph 32 of Schedule 2 to the Social Security (Consequential Provisions) Act 1975,

(c) paragraph 10 of Schedule 4 to the Social Security Pensions Act 1975,

(d) paragraph 12 of Schedule 17 to the Employment Protection Act 1975, and

(e) paragraph 4 of Schedule 2 to the Social Security (Consequential Provisions) Act 1992.”

[Withdrawn]

Page 76, line 4, leave out “Sections 75 to 80” and insert “The following provisions”

Page 76, line 4, at end insert “—

(a) section 19;

(b) section (Power to remove concurrent competition functions of sectoral regulators);

(c) section 51;

(d) sections 66 to 69 and Schedule 21;

(e) sections 74 to 80;

(f) any other provision so far as is necessary for enabling the exercise on or after the day on which this Act is passed of any power (arising under or by virtue of that provision) to make provision by regulations or order made by statutory instrument.”

Page 76, line 5, after “provisions” insert “(so far as not already in force by virtue of subsection (1)(f))”

Page 76, line 6, at end insert—

“( ) Part 1;

( ) sections 11, 13, 15, 16 and 17;”

Page 76, line 9, leave out paragraph (c)

Page 76, line 13, leave out “The remaining provisions” and insert “Except as provided by subsections (1) and (2), the provisions”

Line 7, after “directors;” insert “to make provision about the supply of customer data;”