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Financial Services and Markets Bill - continued        House of Commons
PART XXVII, INTERPRETATION - continued
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Controller.     356. - (1) In this Act "controller", in relation to an undertaking ("A"), means a person who falls within any of the cases in subsection (2).
 
      (2) The cases are where the person-
 
 
    (a) holds 10% or more of the shares in A;
 
    (b) is able to exercise significant influence over the management of A by virtue of his shareholding in A;
 
    (c) holds 10% or more of the shares in a parent undertaking ("P") of A;
 
    (d) is able to exercise significant influence over the management of P by virtue of his shareholding in P;
 
    (e) is entitled to exercise, or control the exercise of, 10% or more of the voting power in A;
 
    (f) is able to exercise significant influence over the management of A by virtue of his voting power in A;
 
    (g) is entitled to exercise, or control the exercise of, 10% or more of the voting power in P; or
 
    (h) is able to exercise significant influence over the management of P by virtue of his voting power in P.
      (3) In subsection (2) "the person" means-
 
 
    (a) the person;
 
    (b) any of the person's associates; or
 
    (c) the person and any of his associates.
      (4) "Associate", in relation to a person ("H") holding shares in an undertaking ("C") or entitled to exercise or control the exercise of voting power in relation to another undertaking ("D"), means-
 
 
    (a) the spouse of H;
 
    (b) a child or stepchild of H (if under 18);
 
    (c) the trustee of any settlement under which H has a life interest in possession (or in Scotland a life interest);
 
    (d) an undertaking of which H is a director;
 
    (e) a person who is an employee or partner of H;
 
    (f) if H is an undertaking-
 
      (i) a director of H;
 
      (ii) a subsidiary undertaking of H;
 
      (iii) a director or employee of such a subsidiary undertaking; and
 
    (g) if H has with any other person an agreement or arrangement with respect to the acquisition, holding or disposal of shares or other interests in C or D or under which they undertake to act together in exercising their voting power in relation to C or D, that other person.
      (5) "Settlement", in subsection (4)(c), includes any disposition or arrangement under which property is held on trust (or subject to a comparable obligation).
 
      (6) "Shares"-
 
 
    (a) in relation to an undertaking with a share capital, means allotted shares;
 
    (b) in relation to an undertaking with capital but no share capital, means rights to share in the capital of the undertaking;
 
    (c) in relation to an undertaking without capital, means interests-
 
      (i) conferring any right to share in the profits, or liability to contribute to the losses, of the undertaking; or
 
      (ii) giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.
      (7) "Voting power", in relation to an undertaking which does not have general meetings at which matters are decided by the exercise of voting rights, means the right under the constitution of the undertaking to direct the overall policy of the undertaking or alter the terms of its constitution.
 
Manager.     357. - (1) In this Act, except in relation to a unit trust scheme or a registered friendly society, "manager" means an employee who-
 
 
    (a) under the immediate authority of his employer is responsible, either alone or jointly with one or more other persons, for the conduct of his employer's business; or
 
    (b) under the immediate authority of his employer or of a person who is a manager by virtue of paragraph (a) exercises managerial functions or is responsible for maintaining accounts or other records of his employer.
      (2) If the employer is not an individual, references in subsection (1) to the authority of the employer are references to the authority-
 
 
    (a) in the case of a body corporate, of the directors;
 
    (b) in the case of a partnership, of the partners; and
 
    (c) in the case of an unincorporated association, of its officers or the members of its governing body.
      (3) "Manager", in relation to a body corporate, means a person (other than an employee of the body) who is appointed by the body to manage any part of its business and includes an employee of the body corporate (other than the chief executive) who under the immediate authority of a director or chief executive of the body corporate exercises managerial functions or is responsible for maintaining accounts or other records of the body corporate.
 
Expressions relating to insurance.     358. - (1) "The 1982 Act" means the Insurance Companies Act 1982.
 
      (2) In this Act-
 
 
    "insurance business", "insurance company" and "contract of insurance" have the same meaning as in the 1982 Act;
 
    "general insurance business" and "long-term insurance business" have the meaning given by section 1 of the 1982 Act;
 
    "main agent" has the same meaning as in section 96E of the 1982 Act.
Expressions relating to authorisation elsewhere in the single market.     359. - (1) In this Act-
 
 
    (a) "home state authorisation" has the meaning given in Schedule 4;
 
    (a) "Treaty firm" has the meaning given in Schedule 4; and
 
    (c) "home state regulator", in relation to a Treaty firm, has the meaning given in Schedule 4.
      (2) In this Act-
 
 
    (a) "EEA authorisation", "EEA firm", "EEA right", "EEA State", "first life insurance directive", "first non-life insurance directive", "insurance directives", "investment services directive", "single market directives" and "second banking coordination directive" have the meaning given in Schedule 3; and
 
    (b) "home state regulator", in relation to an EEA firm, has the meaning given in Schedule 3.
Privileged communications.     360. - (1) In this Act "privileged communication" means a communication-
 
 
    (a) between a professional legal adviser and his client, or
 
    (b) made in connection with, or in contemplation of, legal proceedings and for the purposes of those proceedings,
  which in proceedings in the High Court would be protected from disclosure on grounds of legal professional privilege.
 
      (2) In the application of this section to Scotland-
 
 
    (a) the reference to the High Court is to be read as a reference to the Court of Session; and
 
    (b) the reference to legal professional privilege is to be read as a reference to confidentiality of communications.
 
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Prepared 18 November 1999