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

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Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

159

Clause 156, page 69, line 31, leave out from ‘directors’ to end of line 32.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

163

Clause 156, page 69, line 33, leave out subsection (4).

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

164

Clause 156, page 69, line 37, leave out subsection (5).


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

40

Clause 158, page 70, line 7, after ‘faith’, insert ‘and as appropriate for the size of the company’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

39

Clause 158, page 70, line 9, leave out from ‘whole,’ to end of line and insert ‘having regard, insofar as he considers it relevant, to the following factors (amongst others)—’.

Jim Cousins
Patrick Hall

300

Clause 158, page 70, line 9, leave out from ‘so’ to end of line 18 and insert ‘must endeavour to—

        (a) have regard to the likely consequences of any decision in the long term,

        (b) promote the interests of the company’s employees,

        (c) foster the company’s business relationships with suppliers, customers and others,

        (d) minimise any adverse impact of the company’s operations on the community and the environment,

        (e) maintain a reputation for high standards of business conduct, and

        (f) act fairly as between members of the company.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

166

Clause 158, page 70, line 9, after ‘to’, insert ‘what he considers, in good faith, to be’.

Mr Quentin Davis

297

Clause 158, page 70, line 14, leave out ‘and the environment’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

41

Clause 158, page 70, line 18, at end insert ‘, and

        (g) all other common law duties of directors.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

42

Clause 158, page 70, line 25, at end insert—

      ‘(4) The duties implied by this section shall not apply to small and medium sized companies.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

43

Clause 158, page 70, line 25, at end insert—

      ‘(4) None of the duties set out in or implied by this section shall take priority over any of the other duties.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

165

Clause 158, page 70, line 25, at end insert—

      ‘(4) The duty to promote the success of the company shall be paramount.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

417

Clause 158, page 70, line 25, at end add—

      ‘(4) The Secretary of State must issue a non-statutory set of guidelines concerning the application of this section, which must be updated annually.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

271

Clause 159, page 70, line 27, leave out subsection (1).


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

272

Clause 160, page 70, line 34, leave out subsection (2).


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

256

Clause 161, page 71, line 2, after ‘must’, insert ‘take all reasonable steps to’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

323

Clause 161, page 71, line 3, leave out ‘, or possibly may conflict,’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

322

Clause 161, page 71, line 4, at end insert ‘at the time when he seeks authorisation pursuant to subsection (5) below.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

257

Clause 161, page 71, line 11, leave out paragraph (a) and insert—

        ‘(a) if the director reasonably and in good faith believes the situation is not likely to give rise to a conflict of interest; or’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

255

Clause 161, page 71, line 21, at end insert—

      ‘( ) The authorisation may, in either case, be given by them (unconditionally, or subject to such conditions or limitations as they may specify), either in relation to a particular matter or generally, following receipt by them of a general notice in accordance with section 168.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

167

Clause 161, page 71, line 29, at end add—

      ‘(8) Where a conflict or potential conflict arises because of multiple directorships, the duty is not infringed if the director ensures there is no disadvantage to the interests of the company.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

155

Clause 162, page 71, line 31, after ‘benefit’, insert ‘of more than £1,000’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

154

Clause 162, page 71, line 44, at end add—

      ‘(6) This duty is not infringed if the acceptance of the benefit is approved by the board of the company.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

273

Clause 164, page 72, line 32, leave out subsection (1).


Margaret Hodge

301

Clause 167, page 74, line 17, leave out ‘or Northern Ireland’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

274

Clause 170, page 75, line 21, at end insert ‘provided that, if the company has a secretary, the notice need only be sent to the company secretary.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

275

Clause 170, page 75, line 25, after ‘post’ insert ‘or by facsimile’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

276

Clause 174, page 77, line 46, at end add—

      ‘(8) Any accidental failure in the procedures to submit a memorandum under the provisions of subsection (5) shall not invalidate the approval of the guaranteed term.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

277

Clause 191, page 86, line 19, leave out ‘£10,000’ and insert ‘£50,000’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

278

Clause 191, page 86, line 26, leave out ‘£15,000’ and insert ‘£50,000’.


Margaret Hodge

302

Clause 216, page 98, line 32, at end insert—

        ‘( ) section (qualifying pension scheme indemnity provision) (qualifying pension scheme indemnity provision).’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

206

Clause 216, page 98, line 36, at end add—

      ‘(5) This section does not apply to a provision made by a company (“Company A”) in respect of a director of an associated company of Company A—

        (a) if the associated company is a wholly owned subsidiary of Company A, or

        (b) to the extent that the associated company is acting or, otherwise than in bad faith, purporting to act as a trustee of an occupational pension scheme.’.


Margaret Hodge

303

Clause 219, page 99, line 43, leave out from ‘disclosure’ to end of line 44 and insert ‘in the directors’ report of—

        (a) qualifying third party indemnity provision, and

        (b) qualifying pension scheme indemnity provision.

      Such provision is referred to in this section as “qualifying indemnity provision”.’.

Margaret Hodge

304

Clause 219, page 100, line 1, leave out ‘third party’.

Margaret Hodge

305

Clause 219, page 100, line 9, leave out ‘third party’.


Margaret Hodge

306

Clause 220, page 100, line 19, leave out ‘third party’.

Margaret Hodge

307

Clause 220, page 100, line 27, leave out ‘third party’.

Margaret Hodge

308

Clause 220, page 101, line 5, leave out ‘third party’.

Margaret Hodge

309

Clause 220, page 101, line 6, at end insert—

      ‘( ) In this section “qualifying indemnity provision” means—

        (a) qualifying third party indemnity provision, and

        (b) qualifying pension scheme indemnity provision.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

258

Clause 225, page 103, line 7, leave out paragraph (b).

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

279

Clause 225, page 103, line 8, at end insert ‘save as otherwise provided for in this Act or regulations made pursuant to this Act.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

280

Clause 397, page 182, line 25, after ‘reasonable’, insert ‘and appropriate’.


Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

281

Clause 399, page 183, line 9, leave out ‘business’ and insert ‘directors’ duties’.

Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

282

Clause 399, page 183, line 12, leave out subsection (2) and insert—

      ‘(2) The purpose of the business review is to inform members of the company and to help them assess how the company has performed.’.

David Howarth
Lorely Burt
Mark Hunter

177

Clause 399, page 183, line 12, leave out ‘is to inform’ and insert ‘includes informing’.

David Howarth
Lorely Burt
Mark Hunter

180

Clause 399, page 183, line 12, leave out ‘and help’ and insert ‘, helping’.

David Howarth
Lorely Burt
Mark Hunter

181

Clause 399, page 183, line 14, at end insert ‘assisting potential investors to decide whether to invest in the company and assisting potential customers to decide whether to purchase the company’s goods or services’.

Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

283

Clause 399, page 183, line 16, after ‘fair’, insert ‘and reasonable’.

David Howarth
Lorely Burt
Mark Hunter

178

Clause 399, page 183, line 24, leave out from ‘must’ to ‘include’ in line 26.

Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

284

Clause 399, page 183, line 25, after ‘for’, insert ‘the members of the company to have’.

Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

285

Clause 399, page 183, line 28, leave out ‘company’s business’ and insert ‘company’.

Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

290

Clause 399, page 183, line 35, leave out ‘effectiveness’ and insert ‘success’.

David Howarth
Lorely Burt
Mark Hunter

179

Clause 399, page 183, line 39, leave out from ‘must’ to ‘include’ in line 40.

Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

291

Clause 399, page 183, line 39, after ‘for’, insert ‘the members of the company to have’.

Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

292

Clause 399, page 183, line 40, leave out ‘company’s business’ and insert ‘company’.

Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

293

Clause 399, page 183, line 41, leave out ‘using’ and insert ‘incorporating’.

Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

295

Clause 399, page 184, line 16, at end add—

      ‘(11) The directors responsible for preparing the review, whether required by subsection (5) or prepared voluntarily, shall not be liable as a result of—

        (a) the review not complying with the provisions of this section relating to the preparation and contents of the review; or

        (b) any statement in the review being true or misleading.

      (12) Subsection (11) does not apply if the directors who signed the directors’ report in accordance with section 392 knew that the provisions of this section relating to the preparation and contents of the review were not complied with or that any statement in the review was untrue or misleading.

      (13) Nothing in this section shall impose upon any person responsible for preparing the business review a duty to update any statement which has been included in the review.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

296

Clause 399, page 184, line 16, at end add—

      ‘(11) “Future”, in relation to a company’s “future development”, means a period of time over which it is possible for the directors to make fair and reasonable comments.’.


Mr Quentin Davies

356

Clause 453, page 216, line 19, after ‘up’, insert ‘and it must be made clear that this is the case and that the company has not accounted in error.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

368

Clause 493, page 237, line 26, after ‘name,’, insert ‘or in the name by which he practises,’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

369

Clause 495, page 238, line 7, after ‘auditor’, insert ‘or (when the auditor is a sole practitioner) the name by which he practises,’.


Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

362

Clause 497, page 239, line 3, leave out ‘knowingly or recklessly’ and insert ‘dishonestly or fraudulently’.

Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

363

Clause 497, page 239, line 5, leave out ‘misleading,’.

Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

364

Clause 497, page 239, line 7, leave out ‘knowingly or recklessly’ and insert ‘dishonestly or fraudulently’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

370

Clause 522, page 252, line 10, leave out ‘directly or indirectly’ and insert ‘in any way whatsoever’.


Jim Cousins

269

Clause 525, page 253, line 16, at end insert ‘, and

        ‘(c) must not specify a sum of money as a cap or absolute upper limit on the total liability’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

371

Clause 525, page 253, line 30, leave out ‘negative’ and insert ‘affirmative’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

372

Clause 528, page 255, line 2, leave out ‘negative’ and insert ‘affirmative’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

348

Clause 531, page 256, line 44, after ‘member’, insert ‘, director’.


Margaret Hodge

108

Clause 542 , page 261, line 39, leave out ‘alters’ and insert ‘amends’.


Margaret Hodge

109

Clause 564 , page 272, line 20, leave out ‘alteration’ and insert ‘amendment’.


Margaret Hodge

110

Clause 565 , page 273, line 3, leave out ‘alteration’ and insert ‘amendment’.


Mr Quentin Davies

357

Clause 570, page 275, line 22, leave out ‘private’.


Mr Quentin Davies

358

Clause 571, page 276, line 8, leave out ‘private’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

349

Clause 574, page 279, line 30, after ‘person’, insert ‘(other than the company itself)’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

354

Clause 574, page 279, line 31, after ‘subsidiaries’, insert ‘incorporated in the United Kingdom’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

350

Clause 574, page 279, line 35, after ‘person’, insert ‘(other than the company itself)’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

355

Clause 574, page 279, line 39, after ‘subsidiaries’, insert ‘incorporated in the United Kingdom’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

351

Clause 574, page 280, line 18, after ‘person’, insert ‘(other than the company itself)’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

352

Clause 574, page 280, line 24, after ‘person’, insert ‘(other than the company itself)’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

324

Clause 574, page 280, line 44, at end insert—

      ‘(6) It is not unlawful, by reason only of any rule of law relating to maintenance of capital, for a private company to give financial assistance directly or indirectly for the purpose of an acquisition of shares in its capital or in the capital of its holding company or to give any such financial assistance of the kind referred to in subsection (2) of section 151 where the acquisition in question is an acquisition of shares in the company or its holding company, provided that either—

        (a) the company has net assets which are not thereby reduced and which are not less than the aggregate of its paid up share capital, share premium account and capital redemption reserve (if any), or

        (b) to the extent that the net assets of the company are thereby reduced the assistance is either provided out of distributable profits or is authorised as a reduction of capital in accordance with sections 135 to 139.

      (7) In this section “net assets” has the meaning ascribed by section 154(2).’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

325

Clause 575, page 281, line 23, at end insert—

      ‘(3A) In subsection (3), after paragraph (g) insert—

        “(h) the payment of a commission which is permitted by the Companies Acts,

        (i) indemnities given in connection with any issue of shares (whether in respect of defaults by the company itself or in respect of defaults by third parties and including indemnities in respect of losses arising in connection with activities carried out as a broker, underwriter, placing agent, adviser or sponsor to an issue),

        (j) representations or warranties given by a company in connection with any issue of shares in its capital,

        (k) the payment of any fees or other costs, charges or expenses by a company in connection with an issue of shares in its capital.”.’.


 
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Prepared: 29 June 2006