sc1901307.336-342

House of Commons

Session 2005 - 06
Internet Publications
Other Bills before Parliament

S.C.D.  Standing Committee Proceedings: 13th July 2006
336

Company Law Reform Bill–[ [], continued

Margaret Hodge

Agreed to  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’.

Clause, as amended, Agreed to.

Clauses 392 to 396 Agreed to.

Margaret Hodge

Agreed to  441

Clause  397,  page  182,  line  16,  leave out ‘company and its subsidiary’.

Margaret Hodge

Agreed to  442

Clause  397,  page  182,  line  19,  leave out ‘company and its subsidiary’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Justine Greening

Not selected  280

Clause  397,  page  182,  line  25,  after ‘reasonable’, insert ‘and appropriate’.

Clause, as amended, Agreed to.

Margaret Hodge

Agreed to  443

Clause  398,  page  182,  line  37,  leave out ‘company and its subsidiary’.

Clause, as amended, Agreed to.

S.C.D.  Standing Committee Proceedings: 13th July 2006
337

Company Law Reform Bill–[ [], continued

Mr Jonathan Djanogly

Mr Crispin Blunt

Justine Greening

Not selected  281

Clause  399,  page  183,  line  9,  leave out ‘business’ and insert ‘directors’ duties’.

Mr Jonathan Djanogly

Mr Crispin Blunt

Justine Greening

Withdrawn  282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

Negatived on division  177

Clause  399,  page  183,  line  12,  leave out ‘is to inform’ and insert ‘includes

informing’.

David Howarth

Lorely Burt

Mark Hunter

Not called  180

Clause  399,  page  183,  line  12,  leave out ‘and help’ and insert ‘, helping’.

David Howarth

Lorely Burt

Mark Hunter

Not called  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

Not called  283

Clause  399,  page  183,  line  16,  after ‘fair’, insert ‘and reasonable’.

Mr Keith Vaz

Not called  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

S.C.D.  Standing Committee Proceedings: 13th July 2006
338

Company Law Reform Bill–[ [], continued

(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

Not called  178

Clause  399,  page  183,  line  24,  leave out from ‘must’ to ‘include’ in line 26.

Mr Jonathan Djanogly

Mr Crispin Blunt

Justine Greening

Not called  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

Not called  285

Clause  399,  page  183,  line  28,  leave out ‘company’s business’ and insert

‘company’.

Mr Jonathan Djanogly

Mr Crispin Blunt

Justine Greening

Not called  290

Clause  399,  page  183,  line  35,  leave out ‘effectiveness’ and insert ‘success’.

David Howarth

Lorely Burt

Mark Hunter

Not called  179

Clause  399,  page  183,  line  39,  leave out from ‘must’ to ‘include’ in line 40.

Mr Jonathan Djanogly

Mr Crispin Blunt

Justine Greening

Not called  291

Clause  399,  page  183,  line  39,  after ‘for’, insert ‘the members of the company to

have’.

S.C.D.  Standing Committee Proceedings: 13th July 2006
339

Company Law Reform Bill–[ [], continued

Mr Jonathan Djanogly

Mr Crispin Blunt

Justine Greening

Not called  292

Clause  399,  page  183,  line  40,  leave out ‘company’s business’ and insert

‘company’.

Mr Jonathan Djanogly

Mr Crispin Blunt

Justine Greening

Not called  293

Clause  399,  page  183,  line  41,  leave out ‘using’ and insert ‘incorporating’.

Margaret Hodge

Agreed to  444

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

Mr Jonathan Djanogly

Mr Crispin Blunt

Justine Greening

Not called  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

Not called  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.’.

Clause, as amended, Agreed to.

Clauses 400 to 418 Agreed to.

S.C.D.  Standing Committee Proceedings: 13th July 2006
340

Company Law Reform Bill–[ [], continued

Margaret Hodge

Agreed to  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

Agreed to  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.’.

Clause, as amended, Agreed to.

Clauses 420 to 428 Agreed to.

Margaret Hodge

Agreed to  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).’.

Clause, as amended, Agreed to.

Clauses 430 to 444 Agreed to.

Margaret Hodge

Agreed to  448

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

‘following exceptions’.

Margaret Hodge

Agreed to  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.’.

Clause, as amended, Agreed to.

Clause 446 Agreed to.

S.C.D.  Standing Committee Proceedings: 13th July 2006
341

Company Law Reform Bill–[ [], continued

Mr Jonathan Djanogly

Mr Crispin Blunt

Justine Greening

Not moved  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.’.

Clause Agreed to.

Clause 448 Agreed to.

Margaret Hodge

Agreed to  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.’.

Clause, as amended, Agreed to.

Margaret Hodge

Agreed to  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.’.

Clause, as amended, Agreed to.

S.C.D.  Standing Committee Proceedings: 13th July 2006
342

Company Law Reform Bill–[ [], continued

Clauses 451 and 452 Agreed to.

Mr Quentin Davies

Withdrawn  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.’.

Clause Agreed to.

Clauses 454 to 461 Agreed to.

Margaret Hodge

Agreed to  478

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

Clause, as amended, Agreed to.

Clauses 463 to 466 Agreed to.

Margaret Hodge

Agreed to  479

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

Clause, as amended, Agreed to.

Clauses 468 to 484 Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

Justine Greening

Not selected  497

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

Clause Agreed to.

Clauses 486 to 492 Agreed to.