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Amendments proposed to the Company Law Reform Bill [Lords] - continued	House of Commons

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Qualifying pension scheme indemnity provision

Margaret Hodge

NC29

To move the following Clause:—

'(1) Section 216(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.

(2) Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company's activities as trustee of the scheme.

Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against—

(a)	any liability of the director to pay—

(i)	a fine imposed in criminal proceedings, or

(ii)	a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b)	any liability incurred by the director in defending criminal proceedings in which he is convicted.

(4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

(5) For this purpose—

(a)	a conviction becomes final—

(i)	if not appealed against, at the end of the period for bringing an appeal, or

(ii)	if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

(b)	an appeal is disposed of—

(i)	if it is determined and the period for bringing any further appeal has ended, or

(ii)	if it is abandoned or otherwise ceases to have effect.

(6) In this section "occupational pension scheme" means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c.12) that is established under a trust.'.

Directors to have regard to interests of employees

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC1

To move the following Clause:—

'(1) The matters to which the directors of a company are to have regard in the performance of their functions include the interests of the company's employees in general, as well as the interests of its members.

(2) Accordingly, the duty imposed by this section on the directors is owed by them to the company (and the company alone) and is enforceable in the same way as any other fiduciary duty owed to a company by its directors.

(3) This section applies to shadow directors as it it does to directors.'.

Names and addresses of members of companies: company application

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC2

To move the following Clause:—

'(1) Subject to the provisions of this section, a company may make an application under this section to the Secretary of State where the condition in subsection (2) is satisfied.

(2) The condition referred to in subsection (1) above is that the company considers that the availability for inspection by members of the public of particulars of the names and usual residential or business addresses of the members of the company creates, or (if an order is not made under this section) is likely to create, a serious risk that a member of the company or a person who lives with or is an employee of a member of the company will be subjected to violence or intimidation ("a serious risk").

(3) Where, on an application made by a company under this section, the Secretary of State is satisfied that the availability for inspection by members of the public of the particulars of that company's members' usual residential addresses creates or (if an order is not made under this section) is likely to create a serious risk that a member, or a person who lives with him, or an employee of his will be subjected to violence, intimidation or criminal activity, he shall make an order under this section ("a company member's confidentiality order") in relation to the company.

(4) Where the Secretary of State is not satisfied under subsection (3) he shall dismiss the application.

(5) At any time when a company member's confidentiality order is in force in relation to a company, the name and address of any individual in the register of members of the company that is the subject of the confidentiality order, shall not be disclosed to any person who may request either company or Companies House disclosure of such names and addresses save in prescribed circumstances.

(6) The Secretary of State shall give the applicant notice of his decision under subsection (3) or (4); and a notice under this subsection shall be given within such period and shall contain such information as may be prescribed.

(7) The Secretary of State may at any time revoke a company members confidentiality order if he is satisfied that such conditions as may be prescribed are satisfied.'.

Names and addresses of members of companies: individual application

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC3

To move the following Clause:—

'(1) Subject to the provisions of this section, an individual may make an application under this section to the Secretary of State where the condition in subsection (2) is satisfied.

(2) The condition referred to in subsection (1) above is that the individual—

(a)	is or proposes to become a member of a relevant company; and

(b)

considers that the availability for inspection by members of the public of particulars of his name and usual residential or business address creates, or (if an order is not made under this section) is likely to create, a serious risk that he or a person who lives with him or an employee of his will be subjected to violence, intimidation or criminal activity ("a serious risk").

(3) Where, on an application made by an individual under this section, the Secretary of State is satisified that the availability for inspection by members of the public of the particulars of the individual's usual residential address creates or (if an order is not made under this section) is likely to create a serious risk that the individual, or a person who lives with him, or an employee of his will be subjected to violence, intimidation or criminal activity, he shall make an order under this section ("an individual member's confidentiality order") in relation to him.

(4) Where the Secretary of State is not satisfied under subsection (3) he shall dismiss the application.

(5) At any time when an individual member's confidentiality order is in force in relation to an individual the name and address of the individual in the register of members of the company which is the subject of the confidentiality order shall not be disclosed to any person who may request either company or Companies House disclosure of such name and address save in prescribed circumstances.

(7) The Secretary of State may at any time revoke an individual member's condidentiality order if he is satisfied that such conditions as may be prescribed are satisfied.'.

Entries relating to former members

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC4

To move the following Clause:—

'The provisions of this Chapter apply to the separate register as they apply to the register, with any necessary modifications.'.

Auditors' report on business reviews

David Howarth
Lorely Burt
Mark Hunter

NC21

To move the following Clause:—

'(1) A business review must—

(a)	state whether it has been prepared in accordance with relevant reporting standards, and

(b)	contain particulars of, and reasons for, any departure from such standards.

(2) The auditors must state in their report—

(a)	whether in their opinion the information given in the business review for the financial year for which the annual accounts are prepared is consistent with those accounts; and

(b)	whether any matters have come to their attention, in the performance of their functions as auditors of the company, which in their opinion are inconsistent with the information given in the operating and financial review.

(3) In this section, "reporting standards" means statements of standard reporting practice which—

(a)	relate to business reviews, and

(b)	are issued by a body or bodies specified in an order made by the Secretary of State.

(4) References in this section to relevant reporting standards, in relation to a company's business review, are to such standards as are, in accordance with their terms, applicable to the company's circumstances and to the review.

(5) Where or the extent that the directors of a company have complied with a reporting standard, they are presumed (unless the contrary is proved) to have complied with the corresponding requirements of this Part relating to the contents of a business review.'.

Optional regime for membership register

David Howarth
Lorely Burt
Mark Hunter

NC22

To move the following Clause:—

'(1) A company may by special resolution exempt itself from any obligation under sections 115 to 117 to allow the inspection of its membership register or to supply a copy of the register or any part of it as long as it undertakes to pass on to all of its members any lawful message or documentation that a member of the company or a member of the public wishes to send to the company's members.

(2) The company may charge a reasonable fee for sending a message or documentation under subsection (1).

(3) Where the company has made an undertaking under subsection (1) and has failed to carry it out, an offence is committed by—

(a)	the company, and

(b)	every officer of the company who is in default.

(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(5) In the case of any such refusal or default the court may by order compel an immediate inspection of the register or, as the case may be, direct that a copy of the register be sent to the person to whom the undertaking was made.'.