House of Commons Amendments
          
House of Commons
Session 2005-06
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Index of Amendments

Thursday 6th July 2006

Standing Committee D


      New Amendments handed in are marked thus *

Company Law Reform Bill [Lords]


Note

The Amendments have been arranged in accordance with the Order of the Committee [20th June].


Margaret Hodge

268

Clause 881, page 428, line 33, leave out subsection (3).


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

422

Clause 895, page 438, line 28, leave out from ‘information” ’ to end of line 30 and insert ‘means information relating to the proportion of voting rights held by a person in respect of voting shares.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

430

Clause 895, page 439, line 43, leave out ‘a person’ and insert ‘the issuer’.

Margaret Hodge

415

Clause 895, page 441, line 5, at end add—

      ‘(2) The effectiveness for the purposes of section 155 of the Financial Services and Markets Act 2000 (consultation on proposed rules) of things done by the Financial Services Authority before this section comes into force with a view to making transparency rules (as defined in the provisions to be inserted in that Act by subsection (1) above) is not affected by the fact that those provisions were not then in force.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

326

Clause 896, page 442, line 10, at end insert ‘, provided that a relevant person may not be required to disclose any information or document in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings.’.


Margaret Hodge

416

Clause 899, page 446, line 29, leave out from ‘of’ to ‘and’ in line 30 and insert ‘loss suffered as a result of reliance by any person on—

          (i) an untrue or misleading statement in a publication to which this section applies, or

          (ii) the omission from any such publication of any matter required to be included in it,’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

208

Clause 899, page 447, line 8, at end add—

      ‘(9) The provisions of this section shall also extend to—

        (a) preliminary statements of results and other announcements to the market by listed companies permitted or required by the Disclosure Rules and the Transparency Rules,

        (b) companies with securities quoted on the Alternative Investment Market (AIM), and

        (c) companies admitted to trading on an EEA regulated market in situations when UK law is the applicable law.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

457

Clause 906, page 451, line 21, after ‘Kingdom’, insert ‘or, if such proceedings relate only to intellectual property rights, in any jurisdiction.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

418

Clause 906, page 452, line 1, leave out ‘annulment in pursuance of a resolution of either’ and insert ‘affirmative resolution of each’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

419

Clause 906, page 452, line 2, at end insert ‘and after prior public consultation on the terms of a draft statutory instrument’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

456

Clause 906, page 452, line 5, at end add—

      ‘(6) A public authority must not make a disclosure under this section unless it is satisfied that the making of the disclosure is proportionate to what is sought to be achieved by it.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

44

Clause 923, page 457, line 33, leave out ‘Company Law Reform’ and insert ‘Companies’.


Margaret Hodge

482

* Clause 925, page 458, line 14, leave out subsection (3).


Jim Cousins

298

Clause 140, page 62, line 29, at end insert ‘and domiciled in the United Kingdom’.

Jim Cousins

299

Clause 140, page 62, line 30, leave out subsection (2) and insert—

      ‘(2) A body corporate cannot hold the office of director.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

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
Mr Crispin Blunt
James Brokenshire

148

Clause 142, page 63, line 38, leave out subsection (5).


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

149

Clause 143, page 64, leave out lines 12 and 13.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

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
Mr Crispin Blunt
James Brokenshire

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
Mr Crispin Blunt
James Brokenshire

270

Clause 147, page 65, line 18, leave out ‘to’ and insert ‘, 149 and’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

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
Mr Crispin Blunt
James Brokenshire

459

Clause 147, page 65, line 20, at end insert ‘, or the place where its register of members is kept available for inspection (if not at its registered office), 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
Mr Crispin Blunt
James Brokenshire

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
Mr Crispin Blunt
James Brokenshire

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
Mr Crispin Blunt
James Brokenshire

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
Mr Crispin Blunt
James Brokenshire

157

Clause 153, page 68, leave out line 7.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

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
Mr Crispin Blunt
James Brokenshire

160

Clause 156, page 69, leave out lines 28 and 29.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

161

Clause 156, page 69, line 30, leave out subsection (3).

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

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
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

426

Clause 179 , page 79, line 32, at end insert ‘, or

        ‘(c) that is in receivership.’.


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.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

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.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

460

Clause 217, page 99, line 2, at end add—

      ‘( ) The cost of any excess under an insurance policy permitted to be purchased under this section may be paid for by a company or associated company, provided that it does not exceed £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’.


 
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Prepared: 6 July 2006