Enterprise and Regulatory Reform Bill (HL Bill 45)

provision of a statutory instrument that contains (with other
provision) health and safety regulations.

(2D) Regulations under this section may include provision for—

(a) a defence to be available in any action for breach of the duty
5mentioned in subsection (2), (2A) or (2B);

(b) any term of an agreement which purports to exclude or restrict
any liability for such a breach to be void.”

(4) In subsection (3), omit the words from “, whether brought by virtue of
subsection (2)” to the end.

(5) 10In subsection (4)—

(a) for “and (2)” substitute “, (2) and (2A)”, and

(b) for “(3)” substitute “(2D)(a)”.

(6) Omit subsections (5) and (6).

(7) After subsection (6) insert—

“(7) 15The power to make regulations under this section shall be exercisable
by the Secretary of State.

(8) The Secretary of State must obtain the consent of the Welsh Ministers
before making any regulations by virtue of subsection (2B) that contain
provision which would be within the legislative competence of the
20National Assembly for Wales if it were contained in an Act of the
Assembly.”

(8) In section 82 of the Health and Safety at Work etc. Act 1974 (general provisions
as to regulations)—

(a) in subsection (3), after “subsection (4)” insert “or (5)”, and

(b) 25after subsection (4) insert—

“(5) A statutory instrument containing (whether alone or with other
provision) regulations made by virtue of section 47(2B) shall not
be made unless a draft has been laid before and approved by
resolution of each House of Parliament.”

(9) 30Where, on the commencement of this section, there is in force an Order in
Council made under section 84(3) of the Health and Safety at Work etc. Act
1974 that applies to matters outside Great Britain any of the provisions of that
Act that are amended by this section, that Order is to be taken as applying
those provisions as so amended.

(10) 35The amendments made by this section do not apply in relation to breach of a
duty which it would be within the legislative competence of the Scottish
Parliament to impose by an Act of that Parliament.

(11) The amendments made by this section do not apply in relation to breach of a
duty where that breach occurs before the commencement of this section.

62 40Estate agency work

In section 1 of the Estate Agents Act 1979 (estate agency work), for subsection

(4) substitute—

“(4) This Act does not apply to the following things when done by a person
who does no other things which fall within subsection (1) above—

(a) publishing advertisements or disseminating information;

(b) 5providing a means by which—

(i) a person who wishes to acquire or dispose of an interest
in land can, in response to such an advertisement or
dissemination of information, make direct contact with
a person who wishes to dispose of or, as the case may be,
10acquire an interest in land;

(ii) the persons mentioned in sub-paragraph (i) can
continue to communicate directly with each other.”

63 Bankruptcy applications: determination by adjudicators

(1) In Part 14 of the Insolvency Act 1986 (public administration (England and
15Wales)), before section 399 and the cross-heading which precedes it insert—

“Adjudicators

398A Appointment etc of adjudicators and assistants

(1) The Secretary of State may appoint persons to the office of adjudicator.

(2) A person appointed under subsection (1)—

(a) 20is to be paid out of money provided by Parliament such salary
as the Secretary of State may direct,

(b) holds office on such other terms and conditions as the Secretary
of State may direct, and

(c) may be removed from office by a direction of the Secretary of
25State.

(3) A person who is authorised to act as an official receiver may not be
appointed under subsection (1).

(4) The Secretary of State may appoint officers of the Secretary of State’s
department to assist adjudicators in the carrying out of their functions.”

(2) 30In Part 9 of that Act (bankruptcy), before Chapter 1 insert the Chapter set out
in Schedule 18 (adjudicators: bankruptcy applications by debtors and
bankruptcy orders).

(3) Schedule 19 (adjudicators: minor and consequential amendments) has effect.

64 Unnecessary regulation: miscellaneous

35Schedule 20 (unnecessary regulation: miscellaneous) has effect.

Part 6 Miscellaneous and general

Copyright and rights in performances

65 Exploitation of design derived from artistic work

(1) 5The Copyright, Designs and Patents Act 1988 is amended as follows.

(2) Omit section 52 (effect of exploitation of design derived from artistic work).

(3) In consequence omit the following—

(a) section 79(4)(g);

(b) in Schedule 1 paragraph 20.

66 10Power to change exceptions: copyright and rights in performances

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

(2) In Chapter 3 of Part 1 (acts permitted in relation to copyright works) after
section 28 insert—

“28ZA Power to add or remove exceptions to copyright

(1) 15The Secretary of State may by regulations amend this Chapter to
provide that any act is or is not an act which may be done in relation to
copyright works notwithstanding the subsistence of copyright.

(2) But regulations under this section may make only such provision as
may be made under subsection (2) of section 2 of the European
20Communities Act 1972 or such provision as could be made under that
subsection if paragraph 1(1)(d) of Schedule 2 to that Act did not apply.

(3) Regulations under this section may—

(a) make supplementary or transitional provision;

(b) make consequential provision, including provision amending
25any enactment or subordinate legislation passed or made before
this section comes into force.

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

(5) A statutory instrument containing regulations under this section may
30not be made unless a draft of the instrument has been laid before and
approved by resolution of each House of Parliament.”

(3) In Part 2 (rights in performances) after section 189 (in the provisions about
exceptions to rights conferred) insert—

“189A Power to add or remove exceptions to rights in performances

(1) 35The Secretary of State may by regulations amend Schedule 2 to provide
that any act is or is not an act which may be done notwithstanding the
rights conferred by this Chapter.

(2) But regulations under this section may make only such provision as
may be made under subsection (2) of section 2 of the European

Communities Act 1972 or such provision as could be made under that
subsection if paragraph 1(1)(d) of Schedule 2 to that Act did not apply.

(3) Regulations under this section may—

(a) make supplementary or transitional provision;

(b) 5make consequential provision, including provision amending
any enactment or subordinate legislation passed or made before
this section comes into force.

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

(5) 10A statutory instrument containing regulations under this section may
not be made unless a draft of the instrument has been laid before and
approved by resolution of each House of Parliament.”

67 Power to reduce duration of copyright in transitional cases

(1) Section 170 of the Copyright, Designs and Patents Act 1988 (transitional
15provisions and savings) is amended as follows.

(2) At the beginning insert “(1)”.

(3) At the end insert—

“(2) The Secretary of State may by regulations amend Schedule 1 to reduce
the duration of copyright in existing works which are—

(a) 20unpublished, or

(b) published but anonymous or pseudonymous.

(3) The regulations may provide for the copyright to expire on the
commencement of the regulations or at any later time.

(4) “Existing works” has the same meaning as in Schedule 1.

(5) 25Regulations under subsection (2) may—

(a) make supplementary or transitional provision;

(b) make consequential provision, including provision amending
any enactment or subordinate legislation passed or made before
that subsection comes into force.

(6) 30The power to make regulations under subsection (2) is exercisable by
statutory instrument.

(7) A statutory instrument containing regulations under subsection (2)
may not be made unless a draft of the instrument has been laid before
and approved by resolution of each House of Parliament.”

68 35Licensing of copyright and performers’ rights

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

(2) In section 116 (licensing schemes and licensing bodies) after subsection (4)
insert—

“(5) Schedule A1 confers powers to provide for the regulation of licensing
40bodies.”

(3) After section 116 insert—

“Orphan works licensing and extended collective licensing

116A Power to provide for licensing of orphan works

(1) The Secretary of State may by regulations provide for the grant of
5licences in respect of works that qualify as orphan works under the
regulations.

(2) The regulations may—

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

(b) 10provide for a person designated in the regulations to specify a
person 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) 15The regulations may provide for the granting of licences to do, or
authorise 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) 20not to give exclusive rights;

(c) not 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
25a supposed owner and a supposed right or interest.

116B Extended 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
30copyright is not owned by the body or a person on whose behalf the
body 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
35authorised to license.

(3) The 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) 40In this section “copyright licences” has the same meaning as in section
116.

(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) 45This section and section 116D apply to regulations under sections 116A
and 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,
50specified 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
55sums 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) 60The 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
65authorisation 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
70is 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
75asserted 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,
80including 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
85enactment 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
90time 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) 5Any other statutory instrument containing regulations is subject to
annulment in pursuance of a resolution of either House of Parliament.”

(4) Schedule 21 (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.

69 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

70 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) In 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 5 Quoted companies: members’ approval of directors’ remuneration
policy

(1) A quoted company must give notice of the intention to move, as an
ordinary resolution, a resolution approving the relevant directors’
remuneration policy—

(a) 10at the accounts meeting held in the first financial year which
begins on or after the day on which section 70 of the Enterprise
and Regulatory Reform Act 2012 comes into force or at an
earlier general meeting, and

(b) at an accounts or other general meeting held no later than the
15end 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
subsection.

(2) A quoted company must give notice of the intention to move at an
20accounts 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
not passed at the last accounts meeting of the company, and

(b) no notice under this section was given in relation to that
25meeting 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
subsection (1) for the purpose of determining the period within which
the next notice under subsection (1) must be given.

(4) 30Notice 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) Subsections (2) to (4) of section 439 apply for the purposes of a
resolution to which this section applies as they apply for the purposes
35of 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”
there were substituted “general meeting”.

(6) For the purposes of this section, the relevant directors’ remuneration
40policy is—

(a) in a case where notice is given in relation to an accounts
meeting, the remuneration policy contained in the directors’
remuneration report in respect of which a resolution under
section 439 is required to be put to the vote at that accounts
45meeting;

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

(i) the 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
5section 422A, the policy as so revised.

(7) In this section—

(a) “accounts meeting” means a general meeting of the company
before which the company’s annual accounts for a financial
year are to be laid;

(b) 10“directors’ remuneration policy” means the policy of the
company with respect to the matters mentioned in section
421(2A).”

71 Restrictions on payments to directors

After section 226 of the Companies Act 2006 insert—

“CHAPTER 4A

DIRECTORS OF QUOTED COMPANIES: SPECIAL PROVISION

15Interpretation

226A Key definitions

(1) In this Chapter—

• “directors’ remuneration policy” means the policy of a quoted
  company with respect to the making of remuneration payments
  20and payments for loss of office;

• “quoted company” has the same meaning as in Part 15 of this Act;

• “remuneration payment” means any form of payment or other
  benefit made to or otherwise conferred on a person as
  consideration for the person—

  (a)

  25holding, agreeing to hold or having held office as
  director of a company, or

  (b)

  holding, agreeing to hold or having held, during a
  period when the person is or was such a director—

  (i)

  any other office or employment in connection
  30with the management of the affairs of the
  company, or

  (ii)

  any office (as director or otherwise) or
  employment in connection with the
  management of the affairs of any subsidiary
  35undertaking of the 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
40director 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) any office (as director or otherwise) or employment in
connection with the management of the affairs of any
5subsidiary 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
held 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) 10any 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
is taken for the purposes of section 226C to have been a payment for
loss of office.

(4) 15In 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
company, resulting from a takeover bid.

(5) 20References 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
payment by another person at the direction of, or on behalf of, the
25company.

(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) a payment to a person at the direction of, or for the benefit of, B
30or 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
person is connected with a director.

(9) 35References 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 Remuneration payments

(1) 40A quoted company may not make a remuneration payment to a person
who is, or is to be or has been, a director of the company unless—

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

(b) the payment is approved by resolution of the members of the
45company.