| Company Law Reform Bill [Lords] - continued | House of Commons |
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Mr Jonathan Djanogly
265 Clause 141, page 63, line 6, at end insert ‘save where the Secretary of State has reasonable grounds for suspecting that the company is carrying on criminal activity in which event the period may be less than one month, as circumstances require.’. Mr Jonathan Djanogly
148 Clause 142, page 63, line 38, leave out subsection (5). Mr Jonathan Djanogly
149 Clause 143, page 64, leave out lines 12 and 13. Mr Jonathan Djanogly
150 Clause 144, page 64, line 28, at end insert ‘unless, before section 142 comes into force, the company has appointed a natural person over the age of 16 to be a further director.’. Mr Jonathan Djanogly
151 Clause 145, page 64, line 37, leave out from first ‘made’ to end of line 38. Margaret Hodge 104 Clause 145 , page 65, line 4, leave out ‘altering’ and insert ‘amending’. Mr Jonathan Djanogly
270 Clause 147, page 65, line 18, leave out ‘to’ and insert ‘, 149 and’. Mr Jonathan Djanogly
425 Clause 147 , page 65, line 20, at end insert ‘, or the place where its register of members is kept available for inspection, or its principal place of business (if that is situated in the part of the United Kingdom in which the company is registered).’. Mr Jonathan Djanogly
152 Clause 147, page 65, line 33, at end add— ‘(7) An alternate director is not to be treated as a director for the purposes of— (a) sections 147 to 149 (register of directors), (b) section 150 (register of directors’ residential addresses), and (c) section 152 (duty to notify registrar of changes), if he is so appointed for less than 1 month.’. Mr Jonathan Djanogly
367 Clause 147, page 65, line 33, at end add— ‘(7) An alternate director is to be treated as a director for the purposes of— (a) sections 147 to 149 (register of directors), (b) section 150 (register of directors’ residential addresses), and (c) section 152 (duty to notify registrar of changes), if he is so appointed for more than 1 month.’. Margaret Hodge 365 Clause 150, page 67, line 3, leave out subsection (3) and insert— ‘(3) If a director’s usual residential address is the same as his service address (as stated in the company’s register of directors), the register of directors’ residential addresses need only contain an entry to that effect. This does not apply if his service address is stated to be “The company’s registered office”.’. Mr Jonathan Djanogly
153 Clause 152, page 67, line 32, leave out ‘Notice’ and insert ‘Notices’. Margaret Hodge 366 Clause 152, page 67, line 37, leave out subsection (3) and insert— ‘(3) Where— (a) a company gives notice of a change of a director’s service address as stated in the company’s register of directors, and (b) the notice is not accompanied by notice of any resulting change in the particulars contained in the company’s register of directors’ residential addresses, the notice must be accompanied by a statement that no such change is required.’. Mr Jonathan Djanogly
157 Clause 153, page 68, leave out line 7. Mr Jonathan Djanogly
158 Clause 155, page 69, line 7, at end insert ‘or require that the meeting be adjourned to a date not earlier than 14 days after his representations have been circulated.’. Mr Jonathan Djanogly
160 Clause 156, page 69, leave out lines 28 and 29. Mr Jonathan Djanogly
161 Clause 156, page 69, line 30, leave out subsection (3). Mr Jonathan Djanogly
162 Clause 156, page 69, line 31, leave out ‘apply’ and insert ‘applied prior to the entry into force of this Act’. Mr Jonathan Djanogly
159 Clause 156, page 69, line 31, leave out from ‘directors’ to end of line 32. Mr Jonathan Djanogly
163 Clause 156, page 69, line 33, leave out subsection (4). Mr Jonathan Djanogly
164 Clause 156, page 69, line 37, leave out subsection (5). Mr Jonathan Djanogly
40 Clause 158, page 70, line 7, after ‘faith’, insert ‘and as appropriate for the size of the company’. Mr Jonathan Djanogly
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
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
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
41 Clause 158, page 70, line 18, at end insert ‘, and (g) all other common law duties of directors.’. Mr Jonathan Djanogly
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
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
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
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
271 Clause 159, page 70, line 27, leave out subsection (1). Mr Jonathan Djanogly
272 Clause 160, page 70, line 34, leave out subsection (2). Mr Jonathan Djanogly
256 Clause 161, page 71, line 2, after ‘must’, insert ‘take all reasonable steps to’. Mr Jonathan Djanogly
323 Clause 161, page 71, line 3, leave out ‘, or possibly may conflict,’. Mr Jonathan Djanogly
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
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
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
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
155 Clause 162, page 71, line 31, after ‘benefit’, insert ‘of more than £1,000’. Mr Jonathan Djanogly
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
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
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
275 Clause 170, page 75, line 25, after ‘post’ insert ‘or by facsimile’. Mr Jonathan Djanogly
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
426 Clause 179 , page 79, line 32, at end insert ‘, or ‘(c) that is in receivership.’. Mr Jonathan Djanogly
277 Clause 191, page 86, line 19, leave out ‘£10,000’ and insert ‘£50,000’. Mr Jonathan Djanogly
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
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.’. Mr Jonathan Djanogly
427 Clause 217, page 99, line 2, at end add ‘or prohibit a company from meeting the cost of any excess number of policy of directors’ and officers’ insurance permitted to be purchased by the company under this section provided that such excess is not more than £5,000.’. 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
423 Clause 222, page 101, line 34, leave out subsections (3) and (4). Mr Jonathan Djanogly
424 Clause 222, page 101, line 35, leave out ‘nor any member connected with him’. Mr Jonathan Djanogly
258 Clause 225, page 103, line 7, leave out paragraph (b). Mr Jonathan Djanogly
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.’. Margaret Hodge 433 Clause 364, page 162, line 8, leave out subsections (1) and (2) and insert— ‘(1) A company qualifies as small in relation to its first financial year if the qualifying conditions are met in that year. (2) A company qualifies as small in relation to a subsequent financial year— (a) if the qualifying conditions are met in that year and the preceding financial year; (b) if the qualifying conditions are met in that year and the company qualified as small in relation to the preceding financial year; (c) if the qualifying conditions were met in the preceding financial year and the company qualified as small in relation to that year.’. Margaret Hodge 434 Clause 365, page 163, line 4, leave out subsections (2) and (3) and insert— ‘(2) A group qualifies as small in relation to the parent company’s first financial year if the qualifying conditions are met in that year. (3) A group qualifies as small in relation to a subsequent financial year of the parent company— (a) if the qualifying conditions are met in that year and the preceding financial year; (b) if the qualifying conditions are met in that year and the group qualified as small in relation to the preceding financial year; (c) if the qualifying conditions were met in the preceding financial year and the group qualified as small in relation to that year.’. Margaret Hodge 435 Clause 375, page 169, line 38, leave out from third ‘the’ to end of line 40 and insert ‘undertakings included in the consolidation as a whole, so far as concerns members of the company’. Margaret Hodge 436 Clause 380, page 171, line 23, leave out from ‘prepare’ to end of line 25 and insert ‘group accounts for the year’. Margaret Hodge 437 Clause 381, page 171, line 32, leave out ‘consolidated accounts for the group’ and insert ‘group accounts’. Margaret Hodge 438 Clause 381, page 172, line 1, leave out subsection (5). Margaret Hodge 439 Clause 383, page 174, line 7, leave out ‘consolidated’ and insert ‘group’. Margaret Hodge 440 Clause 391, page 178, line 6, leave out from ‘if’ to second ‘the’ in line 8 and insert ‘the following conditions are met. ( ) The conditions are— (a) that in the opinion of the directors of the company the disclosure would be seriously prejudicial to the business of— (i) that undertaking, (ii) the company, (iii) any of the company’s subsidiary undertakings, or (iv) any other undertaking which is included in the consolidation; (b) that’. Margaret Hodge 441 Clause 397, page 182, line 16, leave out ‘company and its subsidiary’. Margaret Hodge 442 Clause 397, page 182, line 19, leave out ‘company and its subsidiary’. Mr Jonathan Djanogly
280 Clause 397, page 182, line 25, after ‘reasonable’, insert ‘and appropriate’. Margaret Hodge 443 Clause 398, page 182, line 37, leave out ‘company and its subsidiary’. Mr Jonathan Djanogly
281 Clause 399, page 183, line 9, leave out ‘business’ and insert ‘directors’ duties’. |
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| © Parliamentary copyright 2006 | Prepared: 4 July 2006 |