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Thursday 13th 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]. 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’. Mr Jonathan Djanogly
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
177 Clause 399, page 183, line 12, leave out ‘is to inform’ and insert ‘includes informing’. David Howarth
180 Clause 399, page 183, line 12, leave out ‘and help’ and insert ‘, helping’. David Howarth
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
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
178 Clause 399, page 183, line 24, leave out from ‘must’ to ‘include’ in line 26. Mr Jonathan Djanogly
284 Clause 399, page 183, line 25, after ‘for’, insert ‘the members of the company to have’. Mr Jonathan Djanogly
285 Clause 399, page 183, line 28, leave out ‘company’s business’ and insert ‘company’. Mr Jonathan Djanogly
290 Clause 399, page 183, line 35, leave out ‘effectiveness’ and insert ‘success’. David Howarth
179 Clause 399, page 183, line 39, leave out from ‘must’ to ‘include’ in line 40. Mr Jonathan Djanogly
291 Clause 399, page 183, line 39, after ‘for’, insert ‘the members of the company to have’. Mr Jonathan Djanogly
292 Clause 399, page 183, line 40, leave out ‘company’s business’ and insert ‘company’. Mr Jonathan Djanogly
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
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
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
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.’. |
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| © Parliamentary copyright 2006 | Prepared: 13 July 2006 |