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| | Company Law Reform Bill [Lords]
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| | [FOURTEENTH AND fifteenTH sittingS]
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| | Clause 158, page 70, line 7, after ‘faith’, insert ‘and as appropriate for the size of |
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| | Clause 158, page 70, line 9, leave out from ‘whole,’ to end of line and insert |
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| | ‘having regard, insofar as he considers it relevant, to the following factors (amongst |
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| | Clause 158, page 70, line 9, leave out from ‘so’ to end of line 18 and insert ‘must |
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| | | (a) | have regard to the likely consequences of any decision in the long term, |
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| | | (b) | promote the interests of the company’s employees, |
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| | | (c) | foster the company’s business relationships with suppliers, customers |
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| | | (d) | minimise any adverse impact of the company’s operations on the |
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| | | community and the environment, |
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| | | (e) | maintain a reputation for high standards of business conduct, and |
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| | | (f) | act fairly as between members of the company.’. |
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| | Clause 158, page 70, line 9, after ‘to’, insert ‘what he considers, in good faith, to |
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| | Clause 158, page 70, line 14, leave out ‘and the environment’. |
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| | Clause 158, page 70, line 18, at end insert ‘, and |
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| | | (g) | all other common law duties of directors.’. |
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| | Clause 158, page 70, line 25, at end insert— |
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| | | ‘(4) | The duties implied by this section shall not apply to small and medium sized |
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| | Clause 158, page 70, line 25, at end insert— |
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| | | ‘(4) | None of the duties set out in or implied by this section shall take priority over any |
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| | Clause 158, page 70, line 25, at end insert— |
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| | | ‘(4) | The duty to promote the success of the company shall be paramount.’. |
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| | Clause 158, page 70, line 25, at end add— |
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| | | ‘(4) | The Secretary of State must issue a non-statutory set of guidelines concerning the |
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| | | application of this section, which must be updated annually.’. |
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| | Clause 159, page 70, line 27, leave out subsection (1). |
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| | Clause 160, page 70, line 34, leave out subsection (2). |
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| | Clause 161, page 71, line 2, after ‘must’, insert ‘take all reasonable steps to’. |
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| | Clause 161, page 71, line 3, leave out ‘, or possibly may conflict,’. |
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| | Clause 161, page 71, line 4, at end insert ‘at the time when he seeks authorisation |
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| | pursuant to subsection (5) below.’. |
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| | | Negatived on division 257 |
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| | Clause 161, page 71, line 11, leave out paragraph (a) and insert— |
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| | | ‘(a) | if the director reasonably and in good faith believes the situation is not |
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| | | likely to give rise to a conflict of interest; or’. |
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| | Clause 161, page 71, line 21, at end insert— |
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| | | ‘( ) | The authorisation may, in either case, be given by them (unconditionally, or |
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| | | subject to such conditions or limitations as they may specify), either in relation to |
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| | | a particular matter or generally, following receipt by them of a general notice in |
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| | | accordance with section 168.’. |
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| | Clause 161, page 71, line 29, at end add— |
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| | | ‘(8) | Where a conflict or potential conflict arises because of multiple directorships, the |
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| | | duty is not infringed if the director ensures there is no disadvantage to the |
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| | | interests of the company.’. |
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| | Clause 162, page 71, line 31, after ‘benefit’, insert ‘of more than £1,000’. |
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| | Clause 162, page 71, line 44, at end add— |
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| | | ‘(6) | This duty is not infringed if the acceptance of the benefit is approved by the board |
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| | Clause 164, page 72, line 32, leave out subsection (1). |
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| | | Clauses 165 and 166 Agreed to. |
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| | Clause 167, page 74, line 17, leave out ‘or Northern Ireland’. |
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| | | Clause, as amended, Agreed to. |
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| | | Clauses 168 and 169 Agreed to. |
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| | Clause 170, page 75, line 21, at end insert ‘provided that, if the company has a |
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| | secretary, the notice need only be sent to the company secretary.’. |
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| | Clause 170, page 75, line 25, after ‘post’ insert ‘or by facsimile’. |
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| | | Clauses 171 to 173 Agreed to. |
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| | Clause 174, page 77, line 46, at end add— |
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| | | ‘(8) | Any accidental failure in the procedures to submit a memorandum under the |
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| | | provisions of subsection (5) shall not invalidate the approval of the guaranteed |
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| | | Clauses 175 to 178 Agreed to. |
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| | Clause 179 , page 79, line 32, at end insert ‘, or |
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| | | ‘(c) | that is in receivership.’. |
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| | | Clauses 180 to 190 Agreed to. |
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| | Clause 191, page 86, line 19, leave out ‘£10,000’ and insert ‘£50,000’. |
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| | Clause 191, page 86, line 26, leave out ‘£15,000’ and insert ‘£50,000’. |
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| | | Clauses 192 to 215 Agreed to. |
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| | Clause 216, page 98, line 32, at end insert— |
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| | | ‘( ) | section (qualifying pension scheme indemnity provision) (qualifying |
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| | | pension scheme indemnity provision).’. |
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| | Clause 216, page 98, line 36, at end add— |
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| | | ‘(5) | This section does not apply to a provision made by a company (“Company A”) in |
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| | | respect of a director of an associated company of Company A— |
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| | | (a) | if the associated company is a wholly owned subsidiary of Company A, |
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| | | (b) | to the extent that the associated company is acting or, otherwise than in |
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| | | bad faith, purporting to act as a trustee of an occupational pension |
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| | | Clause, as amended, Agreed to. |
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| | [Adjourned till Thursday at 9.00 a.m. |
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| | | In Standing Committee Proceedings for Thursday 6th July 2006, page 319, after the |
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| | | entries relating to Clause 150, there should be inserted—
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