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

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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’.

Mr Keith Vaz

458

Clause 399, page 183, line 24, leave out subsections (5) to (7) and insert—

      ‘(4A) The business review must, in a manner consistent with the size and complexity of the company, include—

        (a) the main trends and factors likely to affect the future development, performance and position of the company’s business;

        (b) information about—

          (i) environmental matters (including the impact of the company’s business on the environment),

          (ii) the company’s employees,

          (iii) social and community issues, and

          (iv) persons with whom the company has contractual or other arrangements which are essential to the business of the company,

        including information about any policies of the company in relation to those matters and the effectiveness of those policies;

        (c) analysis using financial key performance indicators; and

        (d) where appropriate, analysis using other key performance indicators, including information relating to environmental matters, employee matters, supplier matters, and social and community issues.

      “Key performance indicators” means factors by reference to which the development, performance or position of the company’s business can be measured effectively.

      If the review does not contain information of each kind mentioned in paragraph (b)(i), (ii), (iii) and (iv), it must state which of those kinds of information it does not contain.’.

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’.

Margaret Hodge

444

Clause 399, page 184, line 11, leave out ‘company and its subsidiary’.

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.’.


Margaret Hodge

445

Clause 419, page 194, line 43, leave out from ‘for’ to ‘relating’ in line 44 and insert ‘a group headed by the company’.

Margaret Hodge

446

Clause 419, page 194, line 46, at end insert—

      ‘(3A) In subsection (3)(b) “a group headed by the company” means a group consisting of the company and any other undertaking (regardless of whether it is a subsidiary undertaking of the company) other than a parent undertaking of the company.’.


Margaret Hodge

447

Clause 429, page 200, line 16, at end add—

      ‘( ) This section does not apply to companies within section 428 (filing obligations of companies subject to the small companies regime).’.


Margaret Hodge

448

Clause 445, page 210, line 17, leave out from ‘the’ to end of line 23 and insert ‘following exceptions’.

Margaret Hodge

449

Clause 445, page 211, line 36, at end add—

      ‘( ) Nothing in this section authorises the making of a disclosure in contravention of the Data Protection Act 1998.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

496

Clause 447, page 212, line 22, at end insert ‘or

        ‘(c) in the case of statements regarding the past or present condition of the company, he was negligent in making an untrue or misleading statement.’.


Margaret Hodge

450

Clause 449, page 213, line 6, leave out subsections (1) and (2) and insert—

      ‘(1) A company qualifies as medium-sized in relation to its first financial year if the qualifying conditions are met in that year.

      (2) A company qualifies as medium-sized 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 medium-sized in relation to the preceding financial year;

        (c) if the qualifying conditions were met in the preceding financial year and the company qualified as medium-sized in relation to that year.’.


Margaret Hodge

451

Clause 450, page 214, line 4, leave out subsections (2) and (3) and insert—

      ‘(2) A group qualifies as medium-sized in relation to the parent company’s first financial year if the qualifying conditions are met in that year.

      (3) A group qualifies as medium-sized 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 medium-sized in relation to the preceding financial year;

        (c) if the qualifying conditions were met in the preceding financial year and the group qualified as medium-sized in relation to that year.’.


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 euros.’.


Margaret Hodge

478

Clause 462, page 221, line 45, leave out from ‘5))’ to end of line 9 on page 222.


Margaret Hodge

479

Clause 467, page 224, line 46, leave out from ‘5))’ to end of line 8 on page 225.


Mr Jonathan Djanogly
Mr Crispin Blunt
Justine Greening

497

Clause 485, page 234, line 4, leave out ‘;’ and insert ‘, and’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
Justine Greening

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
Justine Greening

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’.


Margaret Hodge

480

Clause 500, page 240, line 32, leave out subsections (1) and (2) and insert—

      ‘(1) The members of a company may remove an auditor from office at any time.

      (2) This power is exercisable only—

        (a) by ordinary resolution at a meeting, and

        (b) in accordance with section 501 (special notice of resolution to remove auditor).’.


Margaret Hodge

481

Clause 515, page 249, line 14, leave out from ‘audit’ to end of line 16 and insert ‘—

          (i) the Secretary of State, or

          (ii) if the Secretary of State has delegated functions under section 881 to a body whose functions include receiving the notice in question, that body;’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
Justine Greening

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
Justine Greening

371

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


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
Justine Greening

372

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


Margaret Hodge

452

Clause 648, page 318, line 13, leave out ‘has been authorised by the Panel and’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

462

Clause 668, page 328, line 26, leave out ‘in value of all the voting shares’ and insert ‘of the capital carrying voting rights’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

463

Clause 668, page 328, line 34, leave out ‘in value of all the voting shares’ and insert ‘of the capital carrying voting rights’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

464

Clause 671, page 330, line 37, leave out paragraph (a).


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’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

465

Clause 558, page 268, line 37, after ‘capital’, insert ‘or convert shares into shares of a different class provided this does not constitute any variation of rights attached to the shares so converted.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

466

Clause 558, page 269, line 27, at end add—

      ‘(6) Any conversion of rights pursuant to subsection (3)(a) shall not constitute a variation of the rights attached to the shares in question and rights attached to such shares will only be varied in accordance with sections 125 and 125A of the Companies Act 1985 (c. 6).’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

467

Clause 560, page 270, line 14, after ‘up’, insert ‘or treated as paid up’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

468

Clause 564, page 272, line 12, at end insert ‘and any other restrictions, whether more or less onerous than the restrictions set out in this section, on the variation of rights.’.

Margaret Hodge

109

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

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

469

Clause 564, page 272, line 27, at end add—

      ‘(7) Nothing in this section affects a company’s power to vary the rights attaching to shares under section 125(2) of the Companies Act 1985 (c. 6) where the company has already obtained the requisite consent under section 125(2)(a) or convened the general meeting under section 125(2)(b).’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

470

Clause 565, page 272, line 38, at end insert ‘and to any other restrictions, whether more or less onerous than the restriction specified in this section, on the variation of the rights.’.

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

471

Clause 574, page 280, leave out lines 6 to 15.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

472

Clause 574, page 280, line 11, leave out ‘twelve’ and insert ‘six’.

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.”.’.


Margaret Hodge

111

Clause 576, page 282, line 8, leave out ‘alters’ and insert ‘amends’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

431

Clause 577, page 283, leave out lines 25 and 26.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

432

Clause 577, page 283, line 26, at end insert—

      ‘(3) Where a limited company purchases its own shares, the shares may be paid for in cash or non-cash consideration.’.


 
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Prepared: 11 July 2006