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344 | Public companies: notice of AGM |
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(1) | A notice calling an annual general meeting of a public company must state that |
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the meeting is an annual general meeting. |
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(2) | An annual general meeting may be called by shorter notice than that required |
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by section 314(2) or by the company’s articles (as the case may be), if all the |
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members entitled to attend and vote at the meeting agree to the shorter notice. |
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345 | Public companies: members’ power to require circulation of resolutions for |
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(1) | The members of a public company may require the company to give, to |
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members of the company entitled to receive notice of the next annual general |
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meeting, notice of a resolution which may properly be moved and is intended |
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to be moved at that meeting. |
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(2) | A resolution may properly be moved at an annual general meeting unless— |
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(a) | it would, if passed, be ineffective (whether by reason of inconsistency |
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with any enactment or the company’s constitution or otherwise), |
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(b) | it is defamatory of any person, or |
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(c) | it is frivolous or vexatious. |
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(3) | A company is required to give notice of a resolution once it has received |
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requests that it do so from— |
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(a) | members representing at least 5% of the total voting rights of all the |
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members who have a right to vote on the resolution at the annual |
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general meeting to which the requests relate (excluding any voting |
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rights attached to any shares in the company held as treasury shares), |
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(b) | at least 100 members who have a right to vote on the resolution at the |
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annual general meeting to which the requests relate and hold shares in |
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the company on which there has been paid up an average sum, per |
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member, of at least £100. |
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(a) | may be in hard copy form or in electronic form, |
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(b) | must identify the resolution of which notice is to be given, |
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(c) | must be authenticated by the person or persons making it, and |
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(d) | must be received by the company not later than— |
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(i) | 6 weeks before the annual general meeting to which the |
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(ii) | if later, the time at which notice is given of that meeting. |
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346 | Public companies: company’s duty to circulate members’ resolutions for |
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(1) | A company that is required under section 345 to give notice of a resolution |
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must send a copy of it to each member of the company entitled to receive notice |
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of the annual general meeting— |
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(a) | in the same manner as notice of the meeting, and |
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(b) | at the same time as, or as soon as reasonably practicable after, it gives |
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(2) | Subsection (1) has effect subject to section 347(2) (deposit or tender of sum in |
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respect of expenses of circulation). |
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(3) | The business which may be dealt with at an annual general meeting includes a |
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resolution of which notice is given in accordance with this section. |
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(4) | In the event of default in complying with this section, an offence is committed |
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by every officer of the company who is in default. |
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(5) | A person guilty of an offence under this section is liable— |
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(a) | on conviction on indictment, to a fine; |
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(b) | on summary conviction, to a fine not exceeding the statutory |
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347 | Public companies: expenses of circulating members’ resolutions for AGM |
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(1) | The expenses of the company in complying with section 346 need not be paid |
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by the members who requested the circulation of the resolution if requests |
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sufficient to require the company to circulate it are received before the end of |
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the financial year preceding the meeting. |
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(a) | the expenses of the company in complying with that section must be |
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paid by the members who requested the circulation of the resolution |
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unless the company resolves otherwise, and |
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(b) | unless the company has previously so resolved, it is not bound to |
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comply with that section unless there is deposited with or tendered to |
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(i) | six weeks before the annual general meeting to which the |
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(ii) | if later, the time at which notice is given of that meeting, |
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| a sum reasonably sufficient to meet its expenses in complying with that |
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Additional requirements for quoted companies |
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Website publication of poll results |
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348 | Results of poll to be made available on website |
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(1) | Where a poll is taken at a general meeting of a quoted company, the company |
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must ensure that the following information is made available on a website— |
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(a) | the date of the meeting, |
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(b) | the text of the resolution or, as the case may be, a description of the |
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subject matter of the poll, |
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(c) | the number of votes cast in favour, and |
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(d) | the number of votes cast against. |
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(2) | The provisions of section 360 (requirements as to website availability) apply. |
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(3) | In the event of default in complying with this section (or with the requirements |
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of section 360 as it applies for the purposes of this section), an offence is |
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committed by every officer of the company who is in default. |
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(4) | A person guilty of an offence under subsection (3) is liable on summary |
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conviction to a fine not exceeding level 3 on the standard scale. |
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(5) | Failure to comply with this section (or the requirements of section 360) does not |
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(b) | the resolution or other business (if passed or agreed to) to which the |
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(6) | This section only applies to polls taken after this section comes into force. |
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Independent report on poll |
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349 | Members’ power to require independent report on poll |
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(1) | The members of a quoted company may require the directors to obtain an |
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independent report on any poll taken, or to be taken, at a general meeting of |
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(2) | The directors are required to obtain an independent report if they receive |
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(a) | members representing not less than 5% of the total voting rights of all |
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the members who have a right to vote on the matter to which the poll |
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relates (excluding any voting rights attached to any shares in the |
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company held as treasury shares), or |
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(b) | not less than 100 members who have a right to vote on the matter to |
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which the poll relates and hold shares in the company on which there |
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has been paid up an average sum, per member, of not less than £100. |
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(3) | Where the requests relate to more than one poll, subsection (2) must be |
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satisfied in relation to each of them. |
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(a) | may be in hard copy form or in electronic form, |
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(b) | must identify the poll or polls to which it relates, |
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(c) | must be authenticated by the person or persons making it, and |
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(d) | must be received by the company not later than one week after the date |
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on which the poll is taken. |
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350 | Appointment of independent assessor |
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(1) | Directors who are required under section 349 to obtain an independent report |
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on a poll or polls must appoint a person they consider to be appropriate (an |
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“independent assessor”) to prepare a report for the company on it or them. |
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(2) | The appointment must be made within one week after the company being |
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required to obtain the report. |
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(3) | The directors must not appoint a person who— |
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(a) | does not meet the independence requirement in section 351, or |
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(b) | has another role in relation to any poll on which he is to report |
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(including, in particular, a role in connection with collecting or |
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counting votes or with the appointment of proxies). |
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(4) | In the event of default in complying with this section, an offence is committed |
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by every officer of the company who is in default. |
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(5) | A person guilty of an offence under this section is liable on summary |
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conviction to a fine not exceeding level 5 on the standard scale. |
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(6) | If at the meeting no poll on which a report is required is taken— |
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(a) | the directors are not required to obtain a report from the independent |
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(b) | his appointment ceases (but without prejudice to any right to be paid |
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for work done before the appointment ceased). |
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351 | Independence requirement |
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(1) | A person may not be appointed as an independent assessor— |
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(i) | an officer or employee of the company, or |
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(ii) | a partner or employee of such a person, or a partnership of |
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which such a person is a partner; |
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(i) | an officer or employee of an associated undertaking of the |
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(ii) | a partner or employee of such a person, or a partnership of |
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which such a person is a partner; |
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(c) | if there exists between— |
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(i) | the person or an associate of his, and |
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(ii) | the company or an associated undertaking of the company, |
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| a connection of any such description as may be specified by regulations |
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made by the Secretary of State. |
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(2) | An auditor of the company is not regarded as an officer or employee of the |
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company for this purpose. |
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“associated undertaking” means— |
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(a) | a parent undertaking or subsidiary undertaking of the |
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(b) | a subsidiary undertaking of a parent undertaking of the |
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“associate” has the meaning given by section 352. |
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(4) | Regulations under this section are subject to negative resolution procedure. |
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352 | Meaning of “associate” |
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(1) | This section defines “associate” for the purposes of section 351 (independence |
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(2) | In relation to an individual, “associate” means— |
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(a) | that individual’s spouse or civil partner or minor child or step-child, |
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(b) | any body corporate of which that individual is a director, and |
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(c) | any employee or partner of that individual. |
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(3) | In relation to a body corporate, “associate” means— |
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(a) | any body corporate of which that body is a director, |
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(b) | any body corporate in the same group as that body, and |
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(c) | any employee or partner of that body or of any body corporate in the |
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(4) | In relation to a partnership that is a legal person under the law by which it is |
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governed, “associate” means— |
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(a) | any body corporate of which that partnership is a director, |
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(b) | any employee of or partner in that partnership, and |
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(c) | any person who is an associate of a partner in that partnership. |
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(5) | In relation to a partnership that is not a legal person under the law by which it |
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is governed, “associate” means any person who is an associate of any of the |
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(6) | In this section, in relation to a limited liability partnership, for “director” read |
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353 | Effect of appointment of a partnership |
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(1) | This section applies where a partnership that is not a legal person under the |
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law by which it is governed is appointed as an independent assessor. |
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(2) | Unless a contrary intention appears, the appointment is of the partnership as |
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such and not of the partners. |
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(3) | Where the partnership ceases, the appointment is to be treated as extending |
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(a) | any partnership that succeeds to the practice of that partnership, or |
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(b) | any other person who succeeds to that practice having previously |
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carried it on in partnership. |
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(4) | For the purposes of subsection (3)— |
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(a) | a partnership is regarded as succeeding to the practice of another |
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partnership only if the members of the successor partnership are |
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substantially the same as those of the former partnership, and |
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(b) | a partnership or other person is regarded as succeeding to the practice |
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of a partnership only if it or he succeeds to the whole or substantially |
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the whole of the business of the former partnership. |
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(5) | Where the partnership ceases and the appointment is not treated under |
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subsection (3) as extending to any partnership or other person, the |
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appointment may with the consent of the company be treated as extending to |
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a partnership, or other person, who succeeds to— |
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(a) | the business of the former partnership, or |
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(b) | such part of it as is agreed by the company is to be treated as comprising |
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354 | The independent assessor’s report |
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(1) | The report of the independent assessor must state his opinion whether— |
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(a) | the procedures adopted in connection with the poll or polls were |
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(b) | the votes cast (including proxy votes) were fairly and accurately |
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(c) | the validity of members’ appointments of proxies was fairly assessed; |
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(d) | the notice of the meeting complied with section 332 (notice of meeting |
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to contain statement of rights to appoint proxy); |
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(e) | section 333 (company-sponsored invitations to appoint proxies) was |
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complied with in relation to the meeting. |
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(2) | The report must give his reasons for the opinions stated. |
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(3) | If he is unable to form an opinion on any of those matters, the report must |
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record that fact and state the reasons for it. |
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(4) | The report must state the name of the independent assessor. |
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355 | Rights of independent assessor: right to attend meeting etc |
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(1) | Where an independent assessor has been appointed to report on a poll, he is |
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(a) | the meeting at which the poll may be taken, and |
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(b) | any subsequent proceedings in connection with the poll. |
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(2) | He is also entitled to be provided by the company with a copy of— |
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(a) | the notice of the meeting, and |
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(b) | any other communication provided by the company in connection with |
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the meeting to persons who have a right to vote on the matter to which |
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(3) | The rights conferred by this section are only to be exercised to the extent that |
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the independent assessor considers necessary for the preparation of his report. |
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(4) | If the independent assessor is a firm, the right under subsection (1) to attend |
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the meeting and any subsequent proceedings in connection with the poll is |
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exercisable by an individual authorised by the firm in writing to act as its |
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representative for that purpose. |
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356 | Rights of independent assessor: right to information |
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(1) | The independent assessor is entitled to access to the company’s records |
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(a) | any poll on which he is to report; |
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(b) | the meeting at which the poll or polls may be, or were, taken. |
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(2) | The independent assessor may require anyone who at any material time was— |
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(a) | a director or secretary of the company, |
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(b) | an employee of the company, |
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(c) | a person holding or accountable for any of the company’s records, |
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(d) | a member of the company, or |
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(e) | an agent of the company, |
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| to provide him with information or explanations for the purpose of preparing |
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(3) | For this purpose “agent” includes the company’s bankers, solicitors and |
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(4) | A statement made by a person in response to a requirement under this section |
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may not be used in evidence against him in criminal proceedings except |
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proceedings for an offence under section 357 (offences relating to provision of |
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(5) | A person is not required by this section to disclose information in respect of |
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which a claim to legal professional privilege (in Scotland, to confidentiality of |
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communications) could be maintained in legal proceedings. |
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357 | Offences relating to provision of information |
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(1) | A person who fails to comply with a requirement under section 356 without |
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delay commits an offence unless it was not reasonably practicable for him to |
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provide the required information or explanation. |
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(2) | A person guilty of an offence under subsection (1) is liable on summary |
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conviction to a fine not exceeding level 3 on the standard scale. |
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(3) | A person commits an offence who knowingly or recklessly makes to an |
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independent assessor a statement (oral or written) that— |
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(a) | conveys or purports to convey any information or explanations which |
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the independent assessor requires, or is entitled to require, under |
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(b) | is misleading, false or deceptive in a material particular. |
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(4) | A person guilty of an offence under subsection (3) is liable— |
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(a) | on conviction on indictment, to imprisonment for a term not exceeding |
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two years or a fine (or both); |
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(b) | on summary conviction— |
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(i) | in England and Wales, to imprisonment for a term not |
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exceeding twelve months or to a fine not exceeding the |
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statutory maximum (or both); |
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(ii) | in Scotland or Northern Ireland, to imprisonment for a term not |
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exceeding six months, or to a fine not exceeding the statutory |
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(5) | Nothing in this section affects any right of an auditor to apply for an injunction |
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(in Scotland, an interdict or an order for specific performance) to enforce any |
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of his rights under section 355 or 356. |
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358 | Information to be made available on website |
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(1) | Where an independent assessor has been appointed to report on a poll, the |
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company must ensure that the following information is made available on a |
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(a) | the fact of his appointment, |
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(c) | the text of the resolution or, as the case may be, a description of the |
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subject matter of the poll to which his appointment relates, and |
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(d) | a copy of a report by him which complies with section 354. |
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(2) | The provisions of section 360 (requirements as to website availability) apply. |
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