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| |
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| | (2) | This section applies to an act that— |
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| | (a) | does not require approval under a listed provision of Chapter 4 |
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| | of Part 10 of the Company Law Reform Act 2006 (transactions |
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| | with directors) by the members of the company, but |
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| | (b) | would require such approval but for an exemption in the |
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| | provision in question that disapplies the need for approval on the |
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| | part of the members of a body corporate which is a wholly- |
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| | owned subsidiary of another body corporate. |
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| | (3) | The reference to a listed provision is a reference to a provision listed in |
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| | |
| | (4) | If a company acts in contravention of this section, the exemption referred |
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| | to in subsection (2)(b) shall be treated as of no effect in relation to the |
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| | |
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| | Qualifying pension scheme indemnity provision |
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| |
| | |
| To move the following Clause:— |
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| | ‘(1) | Section 216(2) (voidness of provisions for indemnifying directors) does not apply |
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| | to qualifying pension scheme indemnity provision. |
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| | (2) | Pension scheme indemnity provision means provision indemnifying a director of |
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| | a company that is a trustee of an occupational pension scheme against liability |
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| | incurred in connection with the company’s activities as trustee of the scheme. |
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| | | Such provision is qualifying pension scheme indemnity provision if the following |
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| | |
| | (3) | The provision must not provide any indemnity against— |
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| | (a) | any liability of the director to pay— |
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| | (i) | a fine imposed in criminal proceedings, or |
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| | (ii) | a sum payable to a regulatory authority by way of a penalty in |
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| | respect of non-compliance with any requirement of a regulatory |
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| | nature (however arising); or |
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| | (b) | any liability incurred by the director in defending criminal proceedings |
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| | in which he is convicted. |
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| | (4) | The reference in subsection (3)(b) to a conviction is to the final decision in the |
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| | |
| | |
| | (a) | a conviction becomes final— |
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| | (i) | if not appealed against, at the end of the period for bringing an |
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| | |
| | (ii) | if appealed against, at the time when the appeal (or any further |
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| | appeal) is disposed of; and |
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| | (b) | an appeal is disposed of— |
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| | (i) | if it is determined and the period for bringing any further appeal |
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| | |
| | (ii) | if it is abandoned or otherwise ceases to have effect. |
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| |
| |
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| | (6) | In this section “occupational pension scheme” means an occupational pension |
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| | scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is |
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| | established under a trust.’. |
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| |
| | Effect of provisions of articles as to enjoyment or exercise of members’ rights |
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| |
| | |
| To move the following Clause:— |
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| | ‘(1) | This section applies where provision is made by a company’s articles enabling a |
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| | member to nominate another person or persons as entitled to enjoy or exercise all |
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| | or any specified rights of the member in relation to the company. |
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| | (2) | So far as is necessary to give effect to that provision, anything required or |
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| | authorised by any provision of the Companies Acts to be done by or in relation to |
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| | the member shall instead be done, or (as the case may be) may instead be done, |
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| | by or in relation to the nominated person (or each of them) as if he were a member |
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| | |
| | (3) | This applies, in particular, to the rights conferred by— |
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| | (a) | sections 274 and 276 (right to be sent proposed written resolution); |
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| | (b) | section 275 (right to require circulation of written resolution); |
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| | (c) | section 286 (right to require directors to call general meeting); |
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| | (d) | section 293 (right to notice of general meetings); |
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| | (e) | section 297 (right to require circulation of a statement); |
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| | (f) | section 307 (right to appoint proxy to act at meeting); |
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| | (g) | section 321 (right to require circulation of resolution for AGM of public |
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| | |
| | (h) | section 405 (right to be sent a copy of annual accounts and reports). |
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| | (4) | This section and any such provision as is mentioned in subsection (1)— |
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| | (a) | do not confer rights enforceable against the company by anyone other |
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| | |
| | (b) | do not affect the requirements for an effective transfer or other |
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| | disposition of the whole or part of a member’s interest in the company.’. |
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| |
| | Traded companies: nomination of person to enjoy information rights |
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| |
| | |
| To move the following Clause:— |
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| | ‘(1) | This section applies to a company whose shares are admitted to trading on a |
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| | |
| | (2) | A member of such a company who holds shares on behalf of another person may |
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| | nominate that person to enjoy information rights. |
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| | (3) | “Information rights” means— |
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| |
| |
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| | (a) | the right to receive a copy of all communications that the company sends |
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| | to its members generally or to any class of its members that includes the |
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| | person making the nomination, and |
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| | (b) | the rights conferred by— |
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| | (i) | section 415 or 416 (right to require copies of accounts and |
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| | |
| | (ii) | section 797 (right to require hard copy version of document or |
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| | information provided in another form). |
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| | (4) | A company need not act on a nomination purporting to relate to certain |
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| | information rights only.’. |
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| |
| | Information rights: form in which copies to be provided |
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| |
| | |
| To move the following Clause:— |
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| | ‘(1) | This section applies as regards the form in which copies are to be provided to a |
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| | person nominated under section (Traded companies: nomination of person to |
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| | enjoy information rights) (nomination of person to enjoy information rights). |
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| | (2) | If the person to be nominated wishes to receive hard copy communications, he |
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| | |
| | (a) | request the person making the nomination to notify the company of that |
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| | |
| | (b) | provide an address to which such copies may be sent. |
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| | | This must be done before the nomination is made. |
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| | (3) | If having received such a request the person making the nomination— |
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| | (a) | notifies the company that the nominated person wishes to receive hard |
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| | |
| | (b) | provides the company with that address, |
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| | | the right of the nominated person is to receive hard copy communications |
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| | |
| | (4) | This is subject to the provisions of Parts 3 and 4 of Schedule 7 (communications |
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| | by traded company) under which the company may take steps to enable it to |
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| | communicate in electronic form or by means of a website. |
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| | (5) | If no such notification is given (or no address is provided), the nominated person |
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| | is taken to have agreed that documents or information may be sent or supplied to |
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| | him by the company by means of a website. |
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| | |
| | (a) | may be revoked by the nominated person, and |
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| | (b) | does not affect his right under section 797 to require a hard copy version |
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| | of a document or information provided in any other form.’. |
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| |
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| |
| |
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| | Termination or suspension of nomination |
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| |
| | |
| To move the following Clause:— |
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| | ‘(1) | The following provisions have effect in relation to a nomination under section |
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| | (Traded companies: nomination of person to enjoy information rights) |
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| | (nomination of person to enjoy information rights). |
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| | (2) | The nomination may be terminated at the request of the member or of the |
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| | |
| | (3) | The nomination ceases to have effect on the occurrence in relation of the member |
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| | or the nominated person of any of the following— |
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| | (a) | in the case of an individual, death or bankruptcy; |
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| | (b) | in the case of a body corporate, dissolution or the making of an order for |
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| | the winding up of the body otherwise than for the purposes of |
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| | |
| | |
| | (a) | the reference to bankruptcy includes— |
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| | (i) | the sequestration of a person’s estate, and |
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| | (ii) | a person’s estate being the subject of a protected trust deed |
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| | (within the meaning of the Bankruptcy (Scotland) Act 1985 |
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| | |
| | (b) | the reference to the making of an order for winding up is to— |
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| | (i) | the making of such an order under the Insolvency Act 1986 |
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| | (c. 45) or the Insolvency (Northern Ireland) Order 1989 |
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| | (S.I. 1989/2405 (N.I. 19)), or |
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| | (ii) | any corresponding proceeding under the law of a country or |
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| | territory outside the United Kingdom. |
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| | (5) | The effect of any nominations made by a member is suspended at any time when |
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| | there are more nominated persons than the member has shares in the company. |
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| | |
| | (a) | the member holds different classes of shares with different information |
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| | |
| | (b) | there are more nominated persons than he has shares conferring a |
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| | |
| | | the effect of any nominations made by him is suspended to the extent that they |
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| | |
| | |
| | (a) | enquires of a nominated person whether he wishes to retain information |
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| | |
| | (b) | does not receive a response within the period of 28 days beginning with |
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| | the date on which the company’s enquiry was sent, |
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| | | the nomination ceases to have effect at the end of that period. |
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| | | Such an enquiry is not to be made of a person more than once in any twelve- |
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| | |
| | (8) | The termination or suspension of a nomination means that the company is not |
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| | |
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| |
| |
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| | | It does not prevent the company from continuing to do so, to such extent or for |
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| | such period as it thinks fit.’. |
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| |
| | Information as to possible rights in relation to voting |
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| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | This section applies where a company sends a copy of a notice of a meeting to a |
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| | person nominated under section (Traded companies: nomination of person to |
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| | enjoy information rights) (nomination of person to enjoy information rights) |
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| | (2) | The copy of the notice must be accompanied by a statement that— |
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| | (a) | he may have a right under an agreement between him and the member by |
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| | whom he was nominated to be appointed, or to have someone else |
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| | appointed, as a proxy for the meeting, or |
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| | (b) | if he has no such right or does not wish to exercise it, he may have a right |
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| | under such an agreement to give instructions to the member as to the |
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| | exercise of voting rights. |
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| | (3) | Section 308 (notice of meeting to contain statement of member’s rights in relation |
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| | to appointment of proxy) does not apply to the copy, and the company must |
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| | |
| | (a) | omit the notice required by that section, or |
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| | (b) | include it but state that it does not apply to the nominated person.’. |
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| |
| | Information rights: status of rights |
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| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | This section has effect as regards the rights conferred by a nomination under |
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| | section (Traded companies: nomination of person to enjoy information rights) |
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| | (nomination of person to enjoy information rights). |
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| | (2) | Enjoyment by the nominated person of the rights conferred by the nomination is |
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| | enforceable against the company by the member as if they were rights conferred |
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| | by the company’s articles. |
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| | (3) | Any enactment, and any provision of the company’s articles, having effect in |
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| | relation to communications with members has a corresponding effect (subject to |
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| | any necessary adaptations) in relation to communications with the nominated |
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| | |
| | |
| | (a) | where under any enactment, or any provision of the company’s articles, |
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| | the members of a company entitled to receive a document or information |
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| | are determined as at a date or time before it is sent or supplied, the |
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| | company need not send or supply it to a nominated person— |
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| |
| |
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| | (i) | whose nomination was received by the company after that date |
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| | |
| | (ii) | if that date or time falls in a period of suspension of his |
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| | |
| | (b) | where under any enactment, or any provision of the company’s articles, |
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| | the right of a member to receive a document or information depends on |
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| | the company having a current address for him, the same applies to any |
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| | |
| | (5) | The rights conferred by the nomination— |
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| | (a) | are in addition to the rights of the member himself, and |
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| | (b) | do not affect any rights exercisable by virtue of any such provision as is |
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| | mentioned in section (Effect of provisions of articles as to enjoyment or |
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| | exercise of members’ rights) (provisions of company’s articles as to |
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| | enjoyment or exercise of members’ rights). |
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| | (6) | A failure to give effect to the rights conferred by the nomination does not affect |
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| | the validity of anything done by or on behalf of the company. |
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| | (7) | References in this section to the rights conferred by the nomination are to— |
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| | (a) | the rights referred to in section (Traded companies: nomination of person |
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| | to enjoy information rights)(3) (information rights), and |
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| | (b) | where applicable, the rights conferred by section (Information rights: |
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| | form in which copies to be provided)(3) (right to hard copy |
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| | communications) and section (Information as to possible rights in |
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| | relation to voting) (information as to possible voting rights).’. |
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| |
| | Information rights: power to amend |
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| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | The Secretary of State may by regulations amend the provisions of sections |
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| | (Traded companies: nomination of persons to enjoy information rights) to |
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| | (Information rights: status of rights) (information rights) so as to— |
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| | (a) | extend or restrict the classes of companies to which section (Traded |
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| | companies: nomination of persons to enjoy information rights) applies, |
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| | (b) | make other provision as to the circumstances in which a nomination may |
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| | be made under that section, or |
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| | (c) | extend or restrict the the rights conferred by such a nomination. |
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| | (2) | The regulations may make such consequential modifications of any other |
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| | provisions of this Part, or of any other enactment, as appear to the Secretary of |
|
| | |
| | (3) | Regulations under this section are subject to affirmative resolution procedure.’. |
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| |
|
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| |
| |
|
| | Exercise of rights where shares held on behalf of others: exercise in different ways |
|
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | Where a person holds shares in a company on behalf of more than one person— |
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| | (a) | rights attached to the shares, and |
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| | (b) | rights under any enactment exercisable by the person holding the shares, |
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| | | need not all be exercised, and if exercised, need not all be exercised in the same |
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| | |
| | (2) | A member who exercises such rights but does not exercise all his rights, must |
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| | inform the company to what extent he is exercising the rights. |
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| | (3) | A member who exercises such rights in different ways must inform the company |
|
| | of the ways in which he is exercising them and to what extent they are exercised |
|
| | |
| | (4) | If a member exercises such rights without informing the company— |
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| | (a) | that he is not exercising all his rights, or |
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| | (b) | that he is exercising his rights in different ways, |
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| | | the company is entitled to assume that he is exercising all his rights and is |
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| | exercising them in the same way.’. |
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| |
| | Exercise of rights where shares held on behalf of others: members’ requests |
|
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | This section applies for the purposes of— |
|
| | (a) | section 297 (power to require circulation of statement), |
|
| | (b) | section 321 (public companies: power to require circulation of resolution |
|
| | |
| | (c) | section 325 (power to require independent report on poll), and |
|
| | (d) | section 517 (power to require website publication of audit concerns). |
|
| | (2) | A company is required to act under any of those sections if it receives a request |
|
| | in relation to which the following conditions are met— |
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| | (a) | it is made by at least 100 persons; |
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| | (b) | it is authenticated by all the persons making it; |
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| | (c) | in the case of any of those persons who is not a member of the company, |
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| | it is accompanied by a statement— |
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| | (i) | of the full name and address of a person (“the member”) who is |
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| | a member of the company and holds shares on behalf of that |
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| | |
| | (ii) | that the member is holding those shares on behalf of that person |
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| | in the course of a business, |
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| | (iii) | of the number of shares in the company that the member holds |
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| | on behalf of that person, |
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| | (iv) | of the total amount paid up on those shares, |
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|