 House of Commons |
Session 2005-06 Publications on the internet Index of Amendments |
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Tuesday 11th July 2006 Standing Committee D Company Law Reform Bill [Lords] Note The Amendments have been arranged in accordance with the Order of the Committee [20th June]. 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’. 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.’. Mr Jonathan Djanogly
485 Clause 243, page 110, line 22, leave out paragraph (b). Mr Jonathan Djanogly
494 Clause 243, page 110, line 26, leave out ‘or proposed’. Mr Jonathan Djanogly
487 Clause 243, page 110, line 29, leave out ‘or another person (or both)’. Mr Jonathan Djanogly
488 Clause 243, page 110, line 30, leave out subsection (4). Mr Jonathan Djanogly
495 Clause 243, page 110, line 38, at end add— ‘(6) A derivative claim under this Chapter may only be brought if the directors have been requested by a member of the company to bring a claim in respect of an act or omission specified in subsection (3) and have not agreed to the request after the expiry of a reasonable period from service of the request.’. Mr Jonathan Djanogly
489 Clause 244, page 111, line 2, leave out subsection (1) and insert— ‘(1) A member of a company who wishes to bring a derivative claim under this Chapter must receive permission (in Northern Ireland, leave) from the court before proceedings are issued.’. Mr Jonathan Djanogly
490 Clause 246, page 112, line 13, after ‘company’, insert ‘in general meeting’. Mr Jonathan Djanogly
492 Clause 246, page 112, line 13, after ‘occurred’, insert ‘, save in circumstances where it is clear that such decision was one that no reasonable board could have reached in which event such authority shall require to be approved in general meeting’. Mr Jonathan Djanogly
491 Clause 246, page 112, line 14, after ‘company’, insert ‘in general meeting’. Mr Jonathan Djanogly
493 Clause 246, page 112, line 14, after ‘occurred’, insert ‘, save in circumstances where it is clear that such decision was one that no reasonable board could have reached in which event such authority shall require to be approved in general meeting’. Mr Jonathan Djanogly
486 Clause 246, page 112, line 14, at end insert ‘, or (d) that the directors have decided not to pursue the claim, unless the court considers that there is a substantial risk that in reaching their decision they acted in breach of their duties to the company, or (e) that the claim is one which the company in general meeting could validly decide not to pursue, unless the court considers that there is a substantial risk that a decision not to pursue the claim would only be taken as a result of votes cast by members with a personal interest, direct or indirect, in the decision, or (f) that pursuing the claim would not be in the interests of the company.’. Mr Jonathan Djanogly
500 Clause 246, page 112, line 14, at end insert ‘, or (d) that the directors have decided not to pursue the claim, unless the court considers that there is a substantial risk that that transaction constitutes a fraud on a minority of members of the company, or (e) that the claim is one which the company in general meeting could validly decide not to pursue, unless the court considers that there is a substantial risk that a decision not to pursue the claim would only be taken due to the majority of the shares being in control of those with a direct or indirect interest in the transaction.’. 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’. Mr Jonathan Djanogly
498 Clause 375, page 169, line 43, at end add— ‘(3) If compliance with the regulations and any other provision made by or under this Act as to the matters to be included in a company’s individual accounts, or in notes to those accounts under subsection (1), would not be sufficient to give a true and fair view, the necessary additional information must be given in the accounts or in a note to them.’. Mr Jonathan Djanogly
499 Clause 379, page 171, line 18, at end add— ‘(2) If compliance with the regulations and any other provision made by or under this Act as to the matters to be included in a company’s IAS individual accounts, or in notes to those accounts under subsection (1), would not be sufficient to give a true and fair view, the necessary additional information must be given in the accounts or in a note to them.’. 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: 11 July 2006 |