 House of Commons |
Session 2005-06 Publications on the internet Index of Amendments |
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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
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
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
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
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
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
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
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
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
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
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
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
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.’. Mr Jonathan Djanogly
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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| © Parliamentary copyright 2006 | Prepared: 6 July 2006 |