|
| |
|
| |
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) | If a payment is made in contravention of section 226B or 226C— |
| 5 |
(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 |
| |
authorised the payment is jointly and severally liable to |
| |
indemnify the company that made the payment for any loss |
| 10 |
| |
(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 |
| |
whole or any part of the undertaking or property of the company or a |
| |
subsidiary of the company— |
| 15 |
(a) | subsection (2) does not apply, and |
| |
(b) | the payment is held by the recipient on trust for the company |
| |
whose undertaking or property is or is proposed to be |
| |
| |
(4) | If a payment for loss of office is made in contravention of section 226C |
| 20 |
to a director of a quoted company in connection with a transfer of |
| |
shares in the company, or in a subsidiary of the company, resulting |
| |
| |
(a) | subsection (2) does not apply, |
| |
(b) | the payment is held by the recipient on trust for persons who |
| 25 |
have sold their shares as a result of the offer made, and |
| |
(c) | the 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. |
| |
(5) | If in proceedings against a director for the enforcement of a liability |
| 30 |
| |
(a) | the director shows that he or she has acted honestly and |
| |
| |
(b) | the court considers that, having regard to all the circumstances |
| |
of the case, the director ought to be relieved of liability, |
| 35 |
| the court may relieve the director, either wholly or in part, from liability |
| |
on such terms as the court thinks fit. |
| |
226F | Relationship with requirements under Chapter 4 |
| |
(1) | This Chapter does not affect any requirement for approval by a |
| |
resolution of the members of a company which applies in relation to the |
| 40 |
| |
(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 |
| |
Chapter is to be treated as satisfying the requirements of section |
| 45 |
226B(1)(b) or (as the case may be) 226C(1)(b).” |
| |
|
| |
|
| |
|
83 | 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) | in subsection (2), in the words before paragraph (a)— |
| |
(i) | after “Chapter 4” insert “or 4A”, and |
| 5 |
(ii) | for “that Chapter” substitute “either of those Chapters”, |
| |
(b) | in that subsection, in paragraph (a), for “that Chapter” substitute “the |
| |
| |
(c) | in subsection (3), after “Chapter 4” insert “or 4A”. |
| |
(3) | In section 190 (substantial property transactions: requirement of members’ |
| 10 |
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) | Nothing 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 other than |
| 15 |
a payment to which section 226C does not apply by virtue of section |
| |
| |
(5) | Section 430 (quoted companies: annual accounts and reports to be made |
| |
available on website) is amended as follows. |
| |
(6) | After subsection (2) insert— |
| 20 |
“(2A) | If 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 |
| 25 |
must 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, |
| |
(b) | particulars of any remuneration payment (within the meaning |
| |
of Chapter 4A of Part 10) made or to be made to the person after |
| 30 |
ceasing to be a director, including its amount and how it was |
| |
| |
(c) | particulars of any payment for loss of office (within the meaning |
| |
of that Chapter) made or to be made to the person, including its |
| |
amount and how it was calculated.” |
| 35 |
| |
(a) | for “the annual accounts and reports on the website” substitute “the |
| |
material made available on the website under subsections (1) to (2B)”, |
| |
| |
(b) | for “the annual accounts and reports from” substitute “such material |
| 40 |
| |
(8) | After 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.” |
| |
| |
(a) | in the words before paragraph (a), for the words from “the annual |
| |
accounts and reports” to “that period” substitute “material available on |
| 5 |
a website throughout the period mentioned in subsection (4) or (as the |
| |
| |
(b) | in paragraph (a) for “the annual accounts and reports are” substitute |
| |
| |
(10) | In section 440 (quoted companies: offences in connection with procedure for |
| 10 |
| |
| |
(i) | after “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 |
| 15 |
| |
(c) | in subsection (5), omit the definition of “the accounts meeting”. |
| |
(11) | In Schedule 8 (in the index of defined expressions), at the appropriate places |
| |
| |
|
|
|
(12) | In that Schedule, after “quoted company”, insert— |
| |
| “—in Chapter 4A of Part 10 |
| | | |
|
84 | Payments to directors: transitional |
| |
(1) | In relation to a company that is a quoted company immediately before the day |
| 35 |
on which section 81 of this Act comes into force, section 439A(1)(a) of the |
| |
Companies Act 2006 (as inserted by section 81(4) of this Act) applies as if— |
| |
|
| |
|
| |
|
(a) | the reference to the day on which the company becomes a quoted |
| |
company were a reference to the day on which section 81 of this Act |
| |
| |
(b) | at the end of the paragraph (but before the “, and”) there were inserted |
| |
“or at an earlier general meeting”. |
| 5 |
(2) | In relation to a company that is a quoted company immediately before the day |
| |
on which section 81 of this Act comes into force, section 226D(6)(a) of the |
| |
Companies Act 2006 (as inserted by section 82 of this Act) applies as if the |
| |
reference to the day on which the company becomes a quoted company were |
| |
a reference to the day on which section 81 of this Act comes into force. |
| 10 |
(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 |
| |
of any other obligation arising before that date. |
| |
(4) | An agreement entered into, or any other obligation arising, before 27 June 2012 |
| 15 |
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) | The amendment made by section 83(4) does not apply in relation to a payment |
| |
for loss of office to which subsection (3) of this section applies. |
| 20 |
| |
85 | Supply of customer data |
| |
(1) | The Secretary of State may by regulations require a regulated person to |
| |
| |
(a) | to a customer, at the customer’s request; |
| 25 |
(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 |
| |
| |
(2) | “Regulated person” means— |
| |
(a) | a person who, in the course of a business, supplies gas or electricity to |
| 30 |
| |
(b) | a person who, in the course of a business, provides a mobile phone |
| |
| |
(c) | a person who, in the course of a business, provides financial services |
| |
consisting of the provision of current account or credit card facilities; |
| 35 |
(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. |
| 40 |
(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 |
| |
| |
(5) | Regulations under subsection (1)— |
| 45 |
|
| |
|
| |
|
(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 |
| 5 |
| |
(6) | Regulations under subsection (1)(b) may provide that the requirement applies |
| |
only if the authorised person satisfies any conditions specified in the |
| |
| |
(7) | In deciding whether to specify a description of goods or services for the |
| 10 |
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 |
| |
| 15 |
(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 |
| 20 |
provider of the goods or services, or which particular goods or services, |
| |
| |
(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— |
| 25 |
(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; |
| 30 |
(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 |
| 35 |
generally or in particular cases). |
| |
(9) | For the purposes of this section, a person (“C”) is a customer of another person |
| |
| |
(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 |
| 40 |
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 |
| 45 |
| |
(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 |
| |
| |
86 | Supply of customer data: enforcement |
| |
(1) | Regulations may make provision for the enforcement of regulations under |
| |
section 85 (“customer data regulations”) by the Information Commissioner or |
| 5 |
any other person specified in the regulations (and, in this section, “enforcer” |
| |
means a person on whom functions of enforcement are conferred by the |
| |
| |
(2) | The provision that may be made under subsection (1) includes provision— |
| |
(a) | for applications for orders requiring compliance with the customer |
| 10 |
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 |
| |
| 15 |
(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 |
| 20 |
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). |
| 25 |
(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 |
| 30 |
than one enforcer (whether concurrently or jointly); |
| |
(c) | where such functions are exercisable concurrently by more than one |
| |
| |
(i) | designate one of the enforcers as the lead enforcer; |
| |
(ii) | require the other enforcers to consult the lead enforcer before |
| 35 |
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 |
| 40 |
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 85 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 |
| 45 |
Parliament to an enforcer. |
| |
|
| |
|
| |
|
(8) | In this section, “customer” and “regulated person” have the same meaning as |
| |
| |
87 | Supply of customer data: supplemental |
| |
(1) | The power to make regulations under section 85 or 86 includes— |
| |
(a) | power to make incidental, supplementary, consequential, transitional |
| 5 |
| |
(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 |
| |
| |
(3) | A statutory instrument containing (whether alone or with other provision)— |
| 10 |
(a) | regulations under section 85 which make provision by virtue of section |
| |
| |
(b) | regulations under section 86, |
| |
| may not be made unless a draft of the instrument has been laid before, and |
| |
approved by a resolution of, each House of Parliament. |
| 15 |
(4) | A statutory instrument which— |
| |
(a) | contains regulations under section 85, and |
| |
(b) | is not an instrument to which subsection (3) applies, |
| |
| is subject to annulment in pursuance of a resolution of either House of |
| |
| 20 |
Insolvency: protection of essential supplies |
| |
88 | Power to add to supplies protected under Insolvency Act 1986 |
| |
(1) | The Secretary of State may by order amend section 233 of the Insolvency Act |
| |
1986 so as to add to the supplies mentioned in subsection (3) of that section any |
| |
| 25 |
(a) | a supply of gas, electricity, water or communication services by a |
| |
specified description of person; |
| |
(b) | a supply of a specified description of goods or services by a specified |
| |
description of person where the supply is for the purpose of enabling |
| |
or facilitating anything to be done by electronic means. |
| 30 |
(2) | The Secretary of State may by order amend section 372 of that Act of 1986 so as |
| |
to add to the supplies mentioned in subsection (4) of that section any of the |
| |
| |
(a) | a supply of gas, electricity, water or communication services by a |
| |
specified description of person; |
| 35 |
(b) | a supply of a specified description of goods or services by a specified |
| |
description of person where the supply is for the purpose of enabling |
| |
or facilitating anything to be done by electronic means. |
| |
(3) | The power to make an order under this section includes power to make |
| |
incidental, supplementary, consequential, transitional or saving provision, |
| 40 |
including doing so by amending any enactment. |
| |
(4) | An order under this section must be made by statutory instrument. |
| |
|
| |
|