|
| |
|
886 | Jurisdiction and procedure in respect of offences |
| |
(1) | Summary proceedings for an offence under this Part may, without prejudice to |
| |
any jurisdiction exercisable apart from this section, be taken— |
| |
(a) | against a body corporate or unincorporated association at any place at |
| |
which it has a place of business, and |
| 5 |
(b) | against an individual at any place where he is for the time being. |
| |
(2) | Proceedings for an offence alleged to have been committed under this Part by |
| |
an unincorporated association must be brought in the name of the association |
| |
(and not in that of any of its members), and for the purposes of any such |
| |
proceedings any rules of court relating to the service of documents apply as in |
| 10 |
relation to a body corporate. |
| |
(3) | Section 33 of the Criminal Justice Act 1925 (c. 86) and Schedule 3 to the |
| |
Magistrates’ Courts Act 1980 (c. 43) (procedure on charge of offence against a |
| |
corporation) apply in a case in which an unincorporated association is charged |
| |
in England and Wales with an offence under this Part as they apply in the case |
| 15 |
| |
(4) | Section 18 of the Criminal Justice Act (Northern Ireland) 1945 (c. 15 (N.I.)) and |
| |
Article 166 and Schedule 4 to the Magistrates’ Courts (Northern Ireland) Order |
| |
1981 (S.I. 1981/1675 (N.I. 26)) (procedure on charge of offence against a |
| |
corporation) apply in a case in which an unincorporated association is charged |
| 20 |
in Northern Ireland with an offence under this Part as they apply in the case of |
| |
| |
(5) | In relation to proceedings on indictment in Scotland for an offence alleged to |
| |
have been committed under this Part by an unincorporated association, section |
| |
70 of the Criminal Procedure (Scotland) Act 1995 (proceedings on indictment |
| 25 |
against bodies corporate) applies as if the association were a body corporate. |
| |
(6) | A fine imposed on an unincorporated association on its conviction of such an |
| |
offence must be paid out of the funds of the association. |
| |
| |
| 30 |
(1) | This section has effect in relation to any notice, direction or other document |
| |
required or authorised by or by virtue of this Part to be given to or served on |
| |
any person other than the Secretary of State. |
| |
(2) | Any such document may be given to or served on the person in question— |
| |
(a) | by delivering it to him, |
| 35 |
(b) | by leaving it at his proper address, or |
| |
(c) | by sending it by post to him at that address. |
| |
(3) | Any such document may— |
| |
(a) | in the case of a body corporate, be given to or served on an officer of |
| |
| 40 |
(b) | in the case of a partnership, be given to or served on any partner; |
| |
(c) | in the case of an unincorporated association other than a partnership, |
| |
be given to or served on any member of the governing body of that |
| |
| |
|
| |
|
| |
|
(4) | For the purposes of this section and section 7 of the Interpretation Act 1978 |
| |
(c. 30) (service of documents by post) in its application to this section, the |
| |
proper address of any person is his last known address (whether of his |
| |
residence or of a place where he carries on business or is employed) and also— |
| |
(a) | in the case of a person who is eligible under the rules of a recognised |
| 5 |
supervisory body for appointment as a statutory auditor and who does |
| |
not have a place of business in the United Kingdom, the address of that |
| |
| |
(b) | in the case of a body corporate or an officer of that body, the address of |
| |
the registered or principal office of that body in the United Kingdom; |
| 10 |
(c) | in the case of an unincorporated association other than a partnership or |
| |
a member of its governing body, its principal office in the United |
| |
| |
888 | Documents in electronic form |
| |
(1) | This section applies where— |
| 15 |
(a) | section 887 authorises the giving or sending of a notice, direction or |
| |
other document by its delivery to a particular person (“the recipient”), |
| |
| |
(b) | the notice, direction or other document is transmitted to the recipient— |
| |
(i) | by means of an electronic communications network, or |
| 20 |
(ii) | by other means but in a form that requires the use of apparatus |
| |
by the recipient to render it intelligible. |
| |
(2) | The transmission has effect for the purposes of this Part as a delivery of the |
| |
notice, direction or other document to the recipient, but only if the recipient has |
| |
indicated to the person making the transmission his willingness to receive the |
| 25 |
notice, direction or other document in the form and manner used. |
| |
(3) | An indication to a person for the purposes of subsection (2)— |
| |
(a) | must be given to the person in such manner as he may require, |
| |
(b) | may be a general indication or an indication that is limited to notices, |
| |
directions or other documents of a particular description, |
| 30 |
(c) | must state the address to be used, |
| |
(d) | must be accompanied by such other information as the person requires |
| |
for the making of the transmission, and |
| |
(e) | may be modified or withdrawn at any time by a notice given to the |
| |
person in such manner as he may require. |
| 35 |
(4) | In this section “electronic communications network” has the same meaning as |
| |
in the Communications Act 2003 (c. 21). |
| |
| |
889 | Meaning of “associate” |
| |
(1) | In this Part “associate”, in relation to a person, is to be construed as follows. |
| 40 |
(2) | In relation to an individual, “associate” means— |
| |
(a) | that individual’s spouse, civil partner or minor child or step-child, |
| |
(b) | any body corporate of which that individual is a director, and |
| |
(c) | any employee or partner of that individual. |
| |
|
| |
|
| |
|
(3) | In relation to a body corporate, “associate” means— |
| |
(a) | any body corporate of which that body is a director, |
| |
(b) | any body corporate in the same group as that body, and |
| |
(c) | any employee or partner of that body or of any body corporate in the |
| |
| 5 |
(4) | In relation to a partnership constituted under the law of Scotland, or any other |
| |
country or territory in which a partnership is a legal person, “associate” |
| |
| |
(a) | any body corporate of which that partnership is a director, |
| |
(b) | any employee of or partner in that partnership, and |
| 10 |
(c) | any person who is an associate of a partner in that partnership. |
| |
(5) | In relation to a partnership constituted under the law of England and Wales or |
| |
Northern Ireland, or the law of any other country or territory in which a |
| |
partnership is not a legal person, “associate” means any person who is an |
| |
associate of any of the partners. |
| 15 |
(6) | In subsections (2)(b), (3)(a) and (4)(a), in the case of a body corporate which is |
| |
a limited liability partnership, “director” is to be read as “member”. |
| |
| |
(1) | In this Part, unless a contrary intention appears— |
| |
| 20 |
(a) | in relation to an individual, his usual residential or business |
| |
| |
(b) | in relation to a firm, its registered or principal office in the |
| |
| |
“company” means any company or other body the accounts of which |
| 25 |
must be audited in accordance with Part 16; |
| |
“director”, in relation to a body corporate, includes any person occupying |
| |
in relation to it the position of a director (by whatever name called) and |
| |
any person in accordance with whose directions or instructions (not |
| |
being advice given in a professional capacity) the directors of the body |
| 30 |
| |
“firm” means any entity, whether or not a legal person, which is not an |
| |
individual and includes a body corporate, a corporation sole and a |
| |
partnership or other unincorporated association; |
| |
“group”, in relation to a body corporate, means the body corporate, any |
| 35 |
other body corporate which is its holding company or subsidiary and |
| |
any other body corporate which is a subsidiary of that holding |
| |
| |
“holding company” and “subsidiary” are to be read in accordance with |
| |
section 736 of the Companies Act 1985 (c. 6); |
| 40 |
“officer”, in relation to a body corporate, includes a director, a manager, a |
| |
secretary or, where the affairs of the body are managed by its members, |
| |
| |
“parent undertaking” and “subsidiary undertaking” are to be read in |
| |
accordance with section 806 and Schedule 8. |
| 45 |
(2) | For the purposes of this Part a body is to be regarded as “established in the |
| |
United Kingdom” if and only if— |
| |
|
| |
|
| |
|
(a) | it is incorporated or formed under the law of the United Kingdom or a |
| |
part of the United Kingdom, or |
| |
(b) | its central management and control are exercised in the United |
| |
| |
| and any reference to a qualification “obtained in the United Kingdom” is to a |
| 5 |
qualification obtained from such a body. |
| |
(3) | The Secretary of State may by regulations make such modifications of this Part |
| |
as appear to him to be necessary or appropriate for the purposes of its |
| |
application in relation to any firm, or description of firm, which is not a body |
| |
corporate or a partnership. |
| 10 |
(4) | Regulations under subsection (3) are subject to negative resolution procedure. |
| |
891 | Index of defined expressions |
| |
The following Table shows provisions defining or otherwise explaining |
| |
expressions used in this Part (other than provisions defining or explaining an |
| |
expression used only in the same section)— |
| 15 |
| | | | | | | | | | | appropriate qualification |
| | | | | | | | | | | | | 20 | | | | | | | | | | | | | | | | | director (of a body corporate) |
| | | | | | | | 25 | | established in the United Kingdom |
| | | | | | | | | | group (in relation to a body corporate) |
| | | | | | | | | | main purposes of this Part |
| | | 30 | | member (of a supervisory body) |
| | | | | obtained in the United Kingdom |
| | | | | | | | | | | | | |
|
|
| |
|
| |
|
| | | | | | | | | | | recognised, in relation to a |
| | | | | professional qualification |
| | | | | recognised, in relation to a qualifying |
| paragraph 1(2) of Schedule |
| | 5 | | | | | | | recognised, in relation to a |
| | | | | | | | | | registered third country auditor |
| | | | | rules of a qualifying body |
| | | 10 | | rules of a supervisory body |
| | | | | statutory auditor, statutory audit and |
| | | | | | | | | | | | | | | | | | 15 | | | | | | | third country auditor, third country |
| | | | | audit and third country audit work |
| | | |
|
|
Miscellaneous and general |
| |
892 | Power to make provision in consequence of changes affecting accountancy |
| 20 |
| |
(1) | The Secretary of State may by regulations make such amendments of |
| |
enactments as appear to him to be necessary or expedient in consequence of |
| |
any change of name, merger or transfer of engagements affecting— |
| |
(a) | a recognised supervisory body or recognised qualifying body, or |
| 25 |
(b) | a body of accountants referred to in, or approved, authorised or |
| |
otherwise recognised for the purposes of, any other enactment. |
| |
(2) | Regulations under this section are subject to negative resolution procedure. |
| |
893 | Consequential amendments |
| |
Schedule 14 contains consequential amendments relating to this Part. |
| 30 |
|
| |
|
| |
|
| |
Transparency obligations and related matters |
| |
| |
894 | The transparency obligations directive |
| |
In Part 6 of the Financial Services and Markets Act 2000 (c. 8) (which makes |
| 5 |
provision about official listing, prospectus requirements for transferable |
| |
securities, etc), in section 103(1) (interpretation), at the appropriate place |
| |
| |
““the transparency obligations directive” means Directive 2004/ |
| |
109/EC of the European Parliament and of the Council relating |
| 10 |
to the harmonisation of transparency requirements in relation |
| |
to information about issuers whose securities are admitted to |
| |
trading on a regulated market;”. |
| |
| |
| 15 |
After section 89 of the Financial Services and Markets Act 2000 insert— |
| |
“Transparency obligations |
| |
| |
(1) | The competent authority may make rules for the purposes of the |
| |
transparency obligations directive. |
| 20 |
(2) | The rules may include provision for dealing with any matters arising |
| |
out of or related to any provision of the transparency obligations |
| |
| |
(3) | The rules may include provision requiring— |
| |
(a) | the provision of voteholder information to issuers or others (see |
| 25 |
| |
(b) | the provision of information by issuers to the public or to the |
| |
competent authority (see section 89C). |
| |
(4) | The competent authority may also make rules— |
| |
(a) | for the purpose of ensuring that voteholder information in |
| 30 |
respect of voting shares traded on a UK market other than a |
| |
regulated market is made public or notified to the competent |
| |
| |
(b) | providing for persons who hold comparable instruments (see |
| |
section 89D(1)(c)) in respect of voting shares to be treated, in the |
| 35 |
circumstances specified in the rules, as holding some or all of |
| |
the voting rights in respect of those shares. |
| |
(5) | Without prejudice to subsections (1) to (3), rules under subsection (4) |
| |
may, in particular, make provision— |
| |
(a) | specifying how the proportion of— |
| 40 |
|
| |
|
| |
|
(i) | the total voting rights in respect of shares in an issuer, or |
| |
(ii) | the total voting rights in respect of a particular class of |
| |
| |
| held by a person is to be determined; |
| |
(b) | specifying the circumstances in which, for the purposes of any |
| 5 |
determination of the voting rights held by a person (“P”) in |
| |
respect of voting shares in an issuer, any voting rights held, or |
| |
treated by virtue of subsection (4)(b) as held, by another person |
| |
in respect of voting shares in the issuer are to be regarded as |
| |
| 10 |
(c) | specifying the nature of the information which must be |
| |
included in any notification; |
| |
(d) | about the form of any notification; |
| |
(e) | requiring any notification to be given within a specified period; |
| |
(f) | specifying the manner in which any information is to be made |
| 15 |
public and the period within which it must be made public; |
| |
(g) | specifying circumstances in which any of the requirements |
| |
imposed by rules under subsection (4) does not apply. |
| |
(6) | Rules under this section are referred to in this Part as “transparency |
| |
| 20 |
89B | Provision of voteholder information |
| |
(1) | Transparency rules may make provision for voteholder information in |
| |
respect of voting shares to be notified, in circumstances specified in the |
| |
| |
| 25 |
| |
| |
(2) | In this Part “voteholder information” in respect of voting shares means |
| |
information relating to the proportion of voting rights held by a person |
| |
in respect of the shares. |
| 30 |
(3) | Transparency rules may require notification of voteholder information |
| |
| |
(a) | initially, not later than such date as may be specified in the rules |
| |
for the purposes of the first indent of Article 30.2 of the |
| |
transparency obligations directive, and |
| 35 |
(b) | subsequently, in accordance with the following provisions. |
| |
(4) | Transparency rules under subsection (3)(b) may require notification of |
| |
voteholder information relating to a person only where there is a |
| |
notifiable change in the proportion of— |
| |
(a) | the total voting rights in respect of shares in the issuer, or |
| 40 |
(b) | the total voting rights in respect of a particular class of share in |
| |
| |
| |
(5) | For this purpose there is a “notifiable change” in the proportion of |
| |
voting rights held by a person when the proportion changes— |
| 45 |
(a) | from being a proportion less than a designated proportion to a |
| |
proportion equal to or greater than that designated proportion, |
| |
|
| |
|