Companies (Audit, Investigations and Community Enterprise) Bill [HL]

House of Commons

Session 2002 - 03
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Companies (Audit, Investigations and Community Enterprise) Bill [HL]

Companies (Audit, Investigations and Community Enterprise) Bill [HL]
Schedule 2 — Minor and consequential amendments relating to Part 1
Part 3 — Amendments relating to investigations
58

25
After Schedule 15B insert—
“Schedule 15C
Section 449

Specified persons
1
The Secretary of State.
2
The Department of Enterprise, Trade and Investment for Northern
5
Ireland.
3
The Treasury.
4
The Lord Advocate.
5
The Director of Public Prosecutions.
6
The Director of Public Prosecutions for Northern Ireland.
10
7
The Financial Services Authority.
8
A constable.
9
A procurator fiscal.
10
The Scottish Ministers.
Schedule 15D
15
Section 449

Disclosures
1
A disclosure for the purpose of enabling or assisting a person
authorised under section 245C to exercise his functions.
2
A disclosure for the purpose of enabling or assisting an inspector
appointed under Part 14 to exercise his functions.
20
3
A disclosure for the purpose of enabling or assisting a person
authorised under section 447 of this Act or section 84 of the
Companies Act 1989 to exercise his functions.
4
A disclosure for the purpose of enabling or assisting a person
appointed under section 167 of the Financial Services and Markets
25
Act 2000 (general investigations) to conduct an investigation to
exercise his functions.
5
A disclosure for the purpose of enabling or assisting a person
appointed under section 168 of the Financial Services and Markets
Act 2000 (investigations in particular cases) to conduct an
30
investigation to exercise his functions.
6
A disclosure for the purpose of enabling or assisting a person
appointed under section 169(1)(b) of the Financial Services and
Markets Act 2000 (investigation in support of overseas regulator)
to conduct an investigation to exercise his functions.
35
7
A disclosure for the purpose of enabling or assisting a person
appointed under section 284 of the Financial Services and Markets
Act 2000 (investigations into affairs of certain collective
investment schemes) to conduct an investigation to exercise his
functions.
40

Companies (Audit, Investigations and Community Enterprise) Bill [HL]
Schedule 2 — Minor and consequential amendments relating to Part 1
Part 3 — Amendments relating to investigations
59

8
A disclosure for the purpose of enabling or assisting a person
appointed under regulations made under sections 262(1) and
(2)(k) of the Financial Services and Markets Act 2000
(investigations into open-ended investment companies) to
conduct an investigation to exercise his functions.
5
9
A disclosure for the purpose of enabling or assisting the Secretary
of State or the Treasury to exercise any of their functions under
any of the following—
(a)
this Act;
(b)
the insider dealing legislation;
10
(c)
the Insolvency Act 1986;
(d)
the Company Directors Disqualification Act 1986;
(e)
Part 2, 3 or 7 of the Companies Act 1989;
(f)
the Financial Services and Markets Act 2000.
10
A disclosure for the purpose of enabling or assisting the Scottish
15
Ministers to exercise their functions under the enactments relating
to insolvency.
11
A disclosure for the purpose of enabling or assisting the
Department of Enterprise, Trade and Investment for Northern
Ireland to exercise any powers conferred on it by the enactments
20
relating to companies or insolvency.
12
A disclosure for the purpose of enabling or assisting a person
appointed or authorised by the Department of Enterprise, Trade
and Investment for Northern Ireland under the enactments
relating to companies or insolvency to exercise his functions.
25
13
A disclosure for the purpose of enabling or assisting the
Occupational Pensions Regulatory Authority to exercise their
functions under any of the following—
(a)
the Pension Schemes Act 1993;
(b)
the Pensions Act 1995;
30
(c)
any enactment in force in Northern Ireland corresponding
to either of the above.
14
A disclosure for the purpose of enabling or assisting the Bank of
England to exercise its functions.
15
A disclosure for the purpose of enabling or assisting the body
35
known as the Panel on Takeovers and Mergers to exercise its
functions.
16
A disclosure for the purpose of enabling or assisting organs of the
Society of Lloyd’s (being organs constituted by or under the
Lloyd’s Act 1982) to exercise their functions under or by virtue of
40
the Lloyd’s Acts 1871 to 1982.
17
A disclosure for the purpose of enabling or assisting the Office of
Fair Trading to exercise its functions under any of the following—
(a)
the Fair Trading Act 1973;
(b)
the Consumer Credit Act 1974;
45
(c)
the Estate Agents Act 1979;
(d)
the Competition Act 1980;

Companies (Audit, Investigations and Community Enterprise) Bill [HL]
Schedule 2 — Minor and consequential amendments relating to Part 1
Part 3 — Amendments relating to investigations
60

(e)
the Competition Act 1998;
(f)
the Financial Services and Markets Act 2000;
(g)
the Enterprise Act 2002;
(h)
the Control of Misleading Advertisements Regulations
1988 (S.I. 1988/915);
5
(i)
the Unfair Terms in Consumer Contracts Regulations 1999
(S.I. 1999/2083).
18
A disclosure for the purpose of enabling or assisting the
Competition Commission to exercise its functions under any of
the following—
10
(a)
the Fair Trading Act 1973;
(b)
the Competition Act 1980;
(c)
the Competition Act 1998;
(d)
the Enterprise Act 2002.
19
A disclosure with a view to the institution of, or otherwise for the
15
purposes of, proceedings before the Competition Appeal
Tribunal.
20
A disclosure for the purpose of enabling or assisting an enforcer
under Part 8 of the Enterprise Act 2002 to exercise its functions
under that Part.
20
21
A disclosure for the purpose of enabling or assisting the Charity
Commissioners to exercise their functions.
22
A disclosure for the purpose of enabling or assisting the Attorney
General to exercise his functions in connection with charities.
23
A disclosure for the purpose of enabling or assisting the National
25
Lottery Commission to exercise its functions under sections 5 to 10
and 15 of the National Lottery etc. Act 1993.
24
A disclosure by the National Lottery Commission to the National
Audit Office for the purpose of enabling or assisting the
Comptroller and Auditor General to carry out an examination
30
under Part 2 of the National Audit Act 1983 into the economy,
effectiveness and efficiency with which the National Lottery
Commission has used its resources in discharging its functions
under sections 5 to 10 of the National Lottery etc. Act 1993.
25
A disclosure for the purpose of enabling or assisting a qualifying
35
body under the Unfair Terms in Consumer Contracts Regulations
1999 (S.I. 1999/2083) to exercise its functions under those
Regulations.
26
A disclosure for the purpose of enabling or assisting an
enforcement authority under the Consumer Protection (Distance
40
Selling) Regulations 2000 (S.I. 2000/2334) to exercise its functions
under those Regulations.
27
A disclosure for the purpose of enabling or assisting a local
weights and measures authority in England and Wales to exercise
its functions under section 230(2) of the Enterprise Act 2002.
45

Companies (Audit, Investigations and Community Enterprise) Bill [HL]
Schedule 2 — Minor and consequential amendments relating to Part 1
Part 3 — Amendments relating to investigations
61

28
A disclosure for the purpose of enabling or assisting the Financial
Services Authority to exercise its functions under any of the
following—
(a)
the legislation relating to friendly societies or to industrial
and provident societies;
5
(b)
the Building Societies Act 1986;
(c)
Part 7 of the Companies Act 1989;
(d)
the Financial Services and Markets Act 2000.
29
A disclosure for the purpose of enabling or assisting the
competent authority for the purposes of Part 6 of the Financial
10
Services and Markets Act 2000 to exercise its functions under that
Part.
30
A disclosure for the purpose of enabling or assisting a body
corporate established in accordance with section 212(1) of the
Financial Services and Markets Act 2000 (compensation scheme
15
manager) to exercise its functions.
31    (1)
A disclosure for the purpose of enabling or assisting a recognised
investment exchange or a recognised clearing house to exercise its
functions as such.
      (2)
Recognised investment exchange and recognised clearing house
20
have the same meaning as in section 285 of the Financial Services
and Markets Act 2000.
32
A disclosure for the purpose of enabling or assisting a body
designated under section 326(1) of the Financial Services and
Markets Act 2000 (designated professional bodies) to exercise its
25
functions in its capacity as a body designated under that section.
33
A disclosure with a view to the institution of, or otherwise for the
purposes of, civil proceedings arising under or by virtue of the
Financial Services and Markets Act 2000.
34
A disclosure for the purpose of enabling or assisting a body
30
designated by order under section 46 of the Companies Act 1989
(delegation of functions of Secretary of State) to exercise its
functions under Part 2 of that Act.
35
A disclosure for the purpose of enabling or assisting a recognised
supervisory or qualifying body (within the meaning of Part 2 of
35
the Companies Act 1989) to exercise its functions as such.
36
A disclosure for the purpose of enabling or assisting an official
receiver (including the Accountant in Bankruptcy in Scotland and
the Official Assignee in Northern Ireland) to exercise his functions
under the enactments relating to insolvency.
40
37
A disclosure for the purpose of enabling or assisting the
Insolvency Practitioners Tribunal to exercise its functions under
the Insolvency Act 1986.
38
A disclosure for the purpose of enabling or assisting a body which
is for the time being a recognised professional body for the
45
purposes of section 391 of the Insolvency Act 1986 (recognised
professional bodies) to exercise its functions as such.

Companies (Audit, Investigations and Community Enterprise) Bill [HL]
Schedule 2 — Minor and consequential amendments relating to Part 1
Part 3 — Amendments relating to investigations
62

39    (1)
A disclosure for the purpose of enabling or assisting an overseas
regulatory authority to exercise its regulatory functions.
      (2)
Overseas regulatory authority and regulatory functions have the
same meaning as in section 82 of the Companies Act 1989.
40
A disclosure for the purpose of enabling or assisting the Regulator
5
of Community Interest Companies to exercise functions under the
Companies (Audit, Investigations and Community Enterprise)
Act 2004.
41
A disclosure with a view to the institution of, or otherwise for the
purposes of, criminal proceedings.
10
42
A disclosure with a view to the institution of, or otherwise for the
purposes of, proceedings on an application under section 6, 7 or 8
of the Company Directors Disqualification Act 1986.
43
A disclosure with a view to the institution of, or otherwise for the
purposes of, proceedings before the Financial Services and
15
Markets Tribunal.
44
A disclosure for the purposes of proceedings before the Financial
Services Tribunal by virtue of the Financial Services and Markets
Act 2000 (Transitional Provisions) (Partly Completed Procedures)
Order 2001 (S.I. 2001/3592).
20
45
A disclosure for the purpose of enabling or assisting a body
appointed under section 14 of the Companies (Audit,
Investigations and Community Enterprise) Act 2004 (supervision
of periodic accounts and reports of issuers of listed securities) to
exercise functions mentioned in subsection (2) of that section.
25
46
A disclosure with a view to the institution of, or otherwise for the
purposes of, disciplinary proceedings relating to the performance
by a solicitor, barrister, auditor, accountant, valuer or actuary of
his professional duties.
47    (1)
A disclosure with a view to the institution of, or otherwise for the
30
purposes of, disciplinary proceedings relating to the performance
by a public servant of his duties.
      (2)
Public servant means an officer or employee of the Crown or of
any public or other authority for the time being designated for the
purposes of this paragraph by the Secretary of State by order.
35
      (3)
An order under sub-paragraph (2) must be made by statutory
instrument subject to annulment in pursuance of a resolution of
either House of Parliament.
48
A disclosure for the purpose of the provision of a summary or
collection of information framed in such a way as not to enable the
40
identity of any person to whom the information relates to be
ascertained.
49
A disclosure in pursuance of any Community obligation.”
26    (1)
Schedule 24 (punishment of offences) is amended as follows.
      (2)
For the entry for section 449(2) substitute—
45

Companies (Audit, Investigations and Community Enterprise) Bill [HL]
Schedule 2 — Minor and consequential amendments relating to Part 1
Part 3 — Amendments relating to investigations
63

“449(6)
Wrongful disclosure of
1. On indictment.
2 years, or a fine; or
—”.

information to which

both.

section 449 applies.

2. Summary.
12 months, or the

statutory maximum; or

5

both.

      (3)
For the entry for section 451 substitute—

“451
Providing false
1. On indictment.
2 years, or a fine; or
—”.

information in

both.

purported compliance

10

with section 447.
2. Summary.
12 months, or the

statutory maximum; or

both.

      (4)
After the entry for section 451 insert—

“453A(5)
Intentionally obstructing
1. On indictment.
A fine.
—”.

15

a person lawfully acting

under section 453A(2) or
2. Summary.
The statutory maximum.

(4).

Insolvency Act 1986 (c. 45)
27
In section 124A(1)(a) of the Insolvency Act 1986 (petition for winding up on
20
grounds of public interest), after “Part XIV” insert “(except section 448A)”.
Company Directors Disqualification Act 1986 (c. 46)
28
In section 8(1A)(b)(i) of the Company Directors Disqualification Act 1986
(disqualification after investigation of a company), for “or 448” substitute “,
448 or 453A”.
25
Companies Act 1989 (c. 40)
29
In the table in section 87(4) of the Companies Act 1989 (exceptions from
restrictions on disclosure), after the entry relating to the Accountant in
Bankruptcy insert—

“The Regulator of Community Interest
Functions under the

30

Companies.
Companies (Audit,

Investigations and

Community Enterprise)

Act 2004.”

Criminal Justice and Police Act 2001 (c. 16)
35
30
In paragraph 17 of Schedule 2 to the Criminal Justice and Police Act 2001
(amendments of sections 434 and 447 of the Companies Act 1985), for
“sections 434(6) and 447(9)” substitute “section 434(6)”.

Companies (Audit, Investigations and Community Enterprise) Bill [HL]
Schedule 3 — Regulator of Community Interest Companies
64

Anti-terrorism, Crime and Security Act 2001 (c. 24)
31
In paragraph 24 of Schedule 4 to the Anti-terrorism, Crime and Security Act
2001 (enactments to which section 17 of that Act applies), for “449(1)”
substitute “449”.
Schedule 3
5
Section 25

Regulator of Community Interest Companies
Regulator’s terms of appointment
1     (1)
The period for which a person is appointed as Regulator must not exceed
five years.
      (2)
A person who has held office as Regulator may be re-appointed, once only,
10
for a further period not exceeding five years.
      (3)
The Regulator may at any time resign the office by giving notice in writing
to the Secretary of State.
      (4)
The Secretary of State may at any time remove the Regulator on the ground
of incapacity or misbehaviour.
15
      (5)
Subject to that, the Regulator holds and vacates office on the terms
determined by the Secretary of State.
Remuneration and pensions
2     (1)
The Secretary of State may pay remuneration and travelling and other
allowances to the Regulator.
20
      (2)
The Secretary of State may—
(a)
pay a pension, allowance or gratuity to or in respect of a person who
is or has been the Regulator, or
(b)
make contributions or payments towards provision for a pension,
allowance or gratuity for or in respect of such a person.
25
Staff
3     (1)
The Regulator may, after consulting the Minister for the Civil Service as to
numbers and terms and conditions of service, appoint such staff as the
Regulator may determine.
      (2)
The members of staff must include a deputy to the Regulator who is to act as
30
Regulator—
(a)
during any vacancy in that office, or
(b)
if the Regulator is absent, subject to suspension or unable to act.
      (3)
Where a participant in a scheme under section 1 of the Superannuation Act
1972 (c. 11) is appointed as the Regulator, the Minister for the Civil Service
35
may determine that the person’s term of office as the Regulator is to be
treated for the purposes of the scheme as service in the employment by
reference to which he was a participant (whether or not any benefits are
payable by virtue of paragraph 2(2)).