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Institutions to which information provisions
apply
Margaret Hodge
NC434
(e) undertakings authorised under
the Financial Services and Markets Act 2000 (c. 8)
to carry on long-term insurance business (that is, the activity of effecting
or carrying out contracts of long term insurance within the meaning
of the Financial Services and Markets (Regulated Activities) Order 2001);
Shares to which information provisions
apply
Margaret Hodge
NC435
(2) For this purpose an institution
has an interest in shares if the shares, or a depositary certificate
in respect of them, are held by it, or on its behalf.
Obligations with respect to provision of
information
Margaret Hodge
NC436
(b) that in such a case it is
sufficient, where that other person acts on behalf of more than one
institution, that the reference is to information given in aggregated
form, that is—
(iii) relating to the delegation by that person of functions
in relation to the exercise or non-exercise of voting rights, or the
giving of instructions in respect of the exercise or non-exercise of
voting rights, on behalf of more than one institution.
Directors to have regard to interests of employees
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
NC1
Names and addresses of members of companies: company
application
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
NC2
(2) The condition referred to
in subsection (1) above is that the company considers that the availability
for inspection by members of the public of particulars of the names
and usual residential or business addresses of the members of the company
creates, or (if an order is not made under this section) is likely to
create, a serious risk that a member of the company or a person who
lives with or is an employee of a member of the company will be subjected
to violence or intimidation (“a serious risk”).
(3) Where, on an application
made by a company under this section, the Secretary of State is satisfied
that the availability for inspection by members of the public of the
particulars of that company’s members’ usual residential
addresses creates or (if an order is not made under this section) is
likely to create a serious risk that a member, or a person who lives
with him, or an employee of his will be subjected to violence, intimidation
or criminal activity, he shall make an order under this section (“a
company member’s confidentiality order”) in relation to
the company.
(5) At any time when a company
member’s confidentiality order is in force in relation to a company,
the name and address of any individual in the register of members of
the company that is the subject of the confidentiality order, shall
not be disclosed to any person who may request either company or Companies
House disclosure of such names and addresses save in prescribed circumstances.
Names and addresses of members of companies: individual
application
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
NC3
(b) considers that the availability
for inspection by members of the public of particulars of his name and
usual residential or business address creates, or (if an order is not
made under this section) is likely to create, a serious risk that he
or a person who lives with him or an employee of his will be subjected
to violence, intimidation or criminal activity (“a serious risk”).
(3) Where, on an application
made by an individual under this section, the Secretary of State is
satisified that the availability for inspection by members of the public
of the particulars of the individual’s usual residential address
creates or (if an order is not made under this section) is likely to
create a serious risk that the individual, or a person who lives with
him, or an employee of his will be subjected to violence, intimidation
or criminal activity, he shall make an order under this section (“an
individual member’s confidentiality order”) in relation
to him.
Entries relating to former members
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
NC4
Auditors’ report on business
reviews
David Howarth
Lorely Burt
Mark Hunter
NC21
(b) whether any matters have
come to their attention, in the performance of their functions as auditors
of the company, which in their opinion are inconsistent with the information
given in the operating and financial review.
(4) References in this section
to relevant reporting standards, in relation to a company’s business
review, are to such standards as are, in accordance with their terms,
applicable to the company’s circumstances and to the review.
Optional regime for membership register
David Howarth
Lorely Burt
Mark Hunter
NC22
(4) A person guilty of an offence
under this section is liable on summary conviction to a fine not exceeding
level 3 on the standard scale and, for continued contravention, a daily
default fine not exceeding one-tenth of level 3 on the standard scale.
(5) In the case of any such
refusal or default the court may by order compel an immediate inspection
of the register or, as the case may be, direct that a copy of the register
be sent to the person to whom the undertaking was made.’.
Guidance on interpretation of directors’
duties
Jim Cousins
Patrick Hall
NC27
Annual general meeting of private company
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
NC31
Rectification of the register without court order
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
NC32
‘(1) The Secretary of
State may by regulations make provision for the registrar, on application,
to remove from the register any material that derives either from anything
done without the authority of the company or from something that is
forged.
Guidance on content of the business review
Mr Keith Vaz
NC33
Civil actions and foreign subsidiaries
Mr Keith Vaz
NC34
(3) In the event that any relevant
subsidiary is held liable (whether under this section or otherwise and
whether in the courts of the United Kingdom or otherwise) in respect
of any relevant claim, any parent company will be jointly and severally
liable and that relevant subsidiary in respect of that claim if—
(iii) except where a relevant subsidiary is held strictly
liable for the consequences of any escape or emission (in which case
this paragraph shall not apply), had sufficient opportunity and time
in which to take reasonable steps to prevent the loss or injury which
is the subject of the relevant claim, but failed to do so; and
Power to extend provisions relating to markets
operated by recognised investment exchanges
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
NC35
‘(1) The Secretary of
State may by regulations extend the application of the provisions mentioned
in subsection (2) to any market (specified by name or description),
or to the shares of a company admitted to trading on such market, which—
Distribution out of company share premium account
(No. 2)
Mr Quentin Davies
NC437
Publication of information about exercising of
voting rights
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
NC438
‘Institutions to which section [Proven to require
information about exercise of voting rights] applies shall publicise,
on their website in relation to each opportunity that they have to exercise
voting rights attached to shares to which that section applies, whether
or not they have exercised such voting rights.’.
Margaret Hodge
NS1
Meaning of “subsidiary” etc: supplementary
provisions
1 The provisions of this Part of this Schedule
explain expressions used in section (Meaning of “subsidiary”
etc) (meaning of “subsidiary” etc) and otherwise supplement
that section.
2 In section (Meaning of “subsidiary”
etc)(1)(a) and (c) the references to the voting rights in a company
are to the rights conferred on shareholders in respect of their shares
or, in the case of a company not having a share capital, on members,
to vote at general meetings of the company on all, or substantially
all, matters.
3 (1) In section (Meaning of “subsidiary”
etc)(1)(b) the reference to the right to appoint or remove a majority
of the board of directors is to the right to appoint or remove directors
holding a majority of the voting rights at meetings of the board on
all, or substantially all, matters.
(3) A right to appoint or remove which is exercisable
only with the consent or concurrence of another person shall be left
out of account unless no other person has a right to appoint or, as
the case may be, remove in relation to that directorship.
(2) Rights which are normally exercisable but
are temporarily incapable of exercise shall continue to be taken into
account.
5 Rights held by a person in a fiduciary capacity shall
be treated as not held by him.
(2) Rights shall be regarded as held as nominee
for another if they are exercisable only on his instructions or with
his consent or concurrence.
7 Rights attached to shares held by way of security shall
be treated as held by the person providing the security—
(a) where apart from the right to exercise them
for the purpose of preserving the value of the security, or of realising
it, the rights are exercisable only in accordance with his instructions,
and
(b) where the shares are held in connection with
the granting of loans as part of normal business activities and apart
from the right to exercise them for the purpose of preserving the value
of the security, or of realising it, the rights are exercisable only
in his interests.
8 (1) Rights shall be treated as held by a holding
company if they are held by any of its subsidiary companies.
(2) Nothing in paragraph 6 or 7 shall be construed
as requiring rights held by a holding company to be treated as held
by any of its subsidiaries.
(3) For the purposes of paragraph 7 rights shall
be treated as being exercisable in accordance with the instructions
or in the interests of a company if they are exercisable in accordance
with the instructions of or, as the case may be, in the interests of—
9 The voting rights in a company shall be reduced by
any rights held by the company itself.
10 References in any provision of paragraphs 5 to 9 to
rights held by a person include rights falling to be treated as held
by him by virtue of any other provision of those paragraphs but not
rights which by virtue of any such provision are to be treated as not
held by him.’.
Margaret Hodge
114
Schedule 9, page 509, line 17, at
end insert—
| ‘authorised signatory
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section (Authorised signatories)’.
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Margaret Hodge
453
Schedule 9, page 512, leave
out line 22.
Margaret Hodge
454
Schedule 9, page 517, line 22, at
end insert—
| ‘small companies regime, for accounts and reports
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section 363’.
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Margaret Hodge
115
Schedule 9, page 514, line 32, leave
out ‘section 362 of the 1985 Act’ and insert ‘section
(Overseas branch registers)(1)’.
Margaret Hodge
310
Schedule 9, page 515, line 36, at
end insert—
| ‘qualifying pension scheme indemnity provision (in
Chapter 7 of Part 10)
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section (Qualifying pension scheme indemnity provision)’.
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Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
353
Schedule 16, page 543, line 30, at
end insert ‘in section 153(3)(d), the words “or purchase”.’.
Margaret Hodge
524
Title, line 3, after ‘about’
insert ‘directors’ disqualification,’.
ORDERS OF THE HOUSE [6TH JUNE AND 5TH JULY 2006]
Committal
Proceedings in Standing Committee
Consideration and Third Reading
Other proceedings
ORDERS OF THE COMMITTEE [20TH JUNE AND 6TH JULY 2006]
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