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| | Company Law Reform Bill [Lords]
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| | [SIXTEENTH AND SEVENteenTH sittingS]
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| | Clause 217, page 99, line 2, at end add ‘or prohibit a company from meeting the |
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| | cost of any excess number of policy of directors’ and officers’ insurance permitted to be |
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| | purchased by the company under this section provided that such excess is not more than |
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| | Clause 217, page 99, line 2, at end add— |
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| | | ‘( ) | The cost of any excess under an insurance policy permitted to be purchased under |
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| | | this section may be paid for by a company or associated company, provided that |
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| | | it does not exceed £5,000’. |
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| | Clause 219, page 99, line 43, leave out from ‘disclosure’ to end of line 44 and insert |
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| | ‘in the directors’ report of— |
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| | | (a) | qualifying third party indemnity provision, and |
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| | | (b) | qualifying pension scheme indemnity provision. |
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| | | | Such provision is referred to in this section as “qualifying indemnity provision”.’. |
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| | Clause 219, page 100, line 1, leave out ‘third party’. |
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| | Clause 219, page 100, line 9, leave out ‘third party’. |
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| | | Clause, as amended, Agreed to. |
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| | Clause 220, page 100, line 19, leave out ‘third party’. |
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| | Clause 220, page 100, line 27, leave out ‘third party’. |
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| | Clause 220, page 101, line 5, leave out ‘third party’. |
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| | Clause 220, page 101, line 6, at end insert— |
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| | | ‘( ) | In this section “qualifying indemnity provision” means— |
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| | | (a) | qualifying third party indemnity provision, and |
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| | | (b) | qualifying pension scheme indemnity provision.’. |
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| | | Clause, as amended, Agreed to. |
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| | Clause 222, page 101, line 34, leave out subsections (3) and (4). |
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| | Clause 222, page 101, line 35, leave out ‘nor any member connected with him’. |
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| | | Clauses 223 and 224 Agreed to. |
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| | | Negatived on division 258 |
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| | Clause 225, page 103, line 7, leave out paragraph (b). |
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| | Clause 225, page 103, line 8, at end insert ‘save as otherwise provided for in this |
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| | Act or regulations made pursuant to this Act.’. |
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| | | Clauses 226 to 238 Agreed to. |
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| | | Clauses 239 to 242 Agreed to. |
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| | Clause 243, page 110, line 22, leave out paragraph (b). |
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| | Clause 243, page 110, line 26, leave out ‘or proposed’. |
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| | Clause 243, page 110, line 29, leave out ‘or another person (or both)’. |
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| | Clause 243, page 110, line 30, leave out subsection (4). |
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| | | Negatived on division 495 |
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| | Clause 243, page 110, line 38, at end add— |
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| | | ‘(6) | A derivative claim under this Chapter may only be brought if the directors have |
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| | | been requested by a member of the company to bring a claim in respect of an act |
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| | | or omission specified in subsection (3) and have not agreed to the request after |
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| | | the expiry of a reasonable period from service of the request.’. |
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| | Clause 244, page 111, line 2, leave out subsection (1) and insert— |
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| | | ‘(1) | A member of a company who wishes to bring a derivative claim under this |
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| | | Chapter must receive permission (in Northern Ireland, leave) from the court |
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| | | before proceedings are issued.’. |
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| | Clause 246, page 112, line 13, after ‘company’, insert ‘in general meeting’. |
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| | Clause 246, page 112, line 13, after ‘occurred’, insert ‘, save in circumstances |
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| | where it is clear that such decision was one that no reasonable board could have reached |
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| | in which event such authority shall require to be approved in general meeting’. |
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| | Clause 246, page 112, line 14, after ‘company’, insert ‘in general meeting’. |
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| | Clause 246, page 112, line 14, after ‘occurred’, insert ‘, save in circumstances |
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| | where it is clear that such decision was one that no reasonable board could have reached |
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| | in which event such authority shall require to be approved in general meeting’. |
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| | | Negatived on division 486 |
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| | Clause 246, page 112, line 14, at end insert ‘, or |
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| | | (d) | that the directors have decided not to pursue the claim, unless the court |
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| | | considers that there is a substantial risk that in reaching their decision |
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| | | they acted in breach of their duties to the company, or |
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| | | (e) | that the claim is one which the company in general meeting could validly |
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| | | decide not to pursue, unless the court considers that there is a substantial |
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| | | risk that a decision not to pursue the claim would only be taken as a result |
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| | | of votes cast by members with a personal interest, direct or indirect, in the |
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| | | (f) | that pursuing the claim would not be in the interests of the company.’. |
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| | Clause 246, page 112, line 14, at end insert ‘, or |
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| | | (d) | that the directors have decided not to pursue the claim, unless the court |
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| | | considers that there is a substantial risk that that transaction constitutes a |
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| | | fraud on a minority of members of the company, or |
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| | | (e) | that the claim is one which the company in general meeting could validly |
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| | | decide not to pursue, unless the court considers that there is a substantial |
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| | | risk that a decision not to pursue the claim would only be taken due to the |
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| | | majority of the shares being in control of those with a direct or indirect |
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| | | interest in the transaction.’. |
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| | | Clauses 247 to 252, 362 and 363 Agreed to. |
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| | Clause 364, page 162, line 8, leave out subsections (1) and (2) and insert— |
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| | | ‘(1) | A company qualifies as small in relation to its first financial year if the qualifying |
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| | | conditions are met in that year. |
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| | | (2) | A company qualifies as small in relation to a subsequent financial year— |
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| | | (a) | if the qualifying conditions are met in that year and the preceding |
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| | | (b) | if the qualifying conditions are met in that year and the company |
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| | | qualified as small in relation to the preceding financial year; |
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| | | (c) | if the qualifying conditions were met in the preceding financial year and |
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| | | the company qualified as small in relation to that year.’. |
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| | | Clause, as amended, Agreed to. |
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| | Clause 365, page 163, line 4, leave out subsections (2) and (3) and insert— |
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| | | ‘(2) | A group qualifies as small in relation to the parent company’s first financial year |
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| | | if the qualifying conditions are met in that year. |
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| | | (3) | A group qualifies as small in relation to a subsequent financial year of the parent |
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| | | (a) | if the qualifying conditions are met in that year and the preceding |
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| | | (b) | if the qualifying conditions are met in that year and the group qualified |
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| | | as small in relation to the preceding financial year; |
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| | | (c) | if the qualifying conditions were met in the preceding financial year and |
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| | | the group qualified as small in relation to that year.’. |
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| | | Clause, as amended, Agreed to. |
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| | | Clauses 366 to 374 Agreed to. |
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| | Clause 375, page 169, line 38, leave out from third ‘the’ to end of line 40 and insert |
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| | ‘undertakings included in the consolidation as a whole, so far as concerns members of the |
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| | Clause 375, page 169, line 43, at end add— |
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| | | ‘(3) | If compliance with the regulations and any other provision made by or under this |
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| | | Act as to the matters to be included in a company’s individual accounts, or in |
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| | | notes to those accounts under subsection (1), would not be sufficient to give a true |
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| | | and fair view, the necessary additional information must be given in the accounts |
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| | | Clause, as amended, Agreed to. |
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| | | Clauses 376 to 378 Agreed to. |
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| | Clause 379, page 171, line 18, at end add— |
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| | | ‘(2) | If compliance with the regulations and any other provision made by or under this |
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| | | Act as to the matters to be included in a company’s IAS individual accounts, or |
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| | | in notes to those accounts under subsection (1), would not be sufficient to give a |
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| | | true and fair view, the necessary additional information must be given in the |
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| | | accounts or in a note to them.’. |
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| | Clause 380, page 171, line 23, leave out from ‘prepare’ to end of line 25 and insert |
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| | ‘group accounts for the year’. |
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| | | Clause, as amended, Agreed to. |
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| | Clause 381, page 171, line 32, leave out ‘consolidated accounts for the group’ and |
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| | Clause 381, page 172, line 1, leave out subsection (5). |
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| | | Clause, as amended, Agreed to. |
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| | Clause 383, page 174, line 7, leave out ‘consolidated’ and insert ‘group’. |
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| | | Clause, as amended, Agreed to. |
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| | | Clauses 384 to 390 Agreed to. |
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