|
| |
|
Name, members and chairman |
| |
3 (1) | The body is to be known by such name as may be specified in the delegation |
| |
| |
(2) | The body is to consist of such persons (not being less than eight) as the |
| |
Secretary of State may appoint after such consultation as he thinks |
| 5 |
| |
(3) | The chairman of the body is to be such person as the Secretary of State may |
| |
appoint from among its members. |
| |
(4) | The Secretary of State may make provision by order as to— |
| |
(a) | the terms on which the members of the body are to hold and vacate |
| 10 |
| |
(b) | the terms on which a person appointed as chairman is to hold and |
| |
vacate the office of chairman. |
| |
| |
4 (1) | The body must pay to its chairman and members such remuneration, and |
| 15 |
such allowances in respect of expenses properly incurred by them in the |
| |
performance of their duties, as the Secretary of State may determine. |
| |
(2) | As regards any chairman or member in whose case the Secretary of State so |
| |
determines, the body must pay or make provision for the payment of— |
| |
(a) | such pension, allowance or gratuity to or in respect of that person on |
| 20 |
his retirement or death, or |
| |
(b) | such contributions or other payment towards the provision of such a |
| |
pension, allowance or gratuity, |
| |
| as the Secretary of State may determine. |
| |
| 25 |
(a) | a person ceases to be a member of the body otherwise than on the |
| |
expiry of his term of office, and |
| |
(b) | it appears to the Secretary of State that there are special |
| |
circumstances which make it right for that person to receive |
| |
| 30 |
| the body must make a payment to him by way of compensation of such |
| |
amount as the Secretary of State may determine. |
| |
| |
5 (1) | The delegation order may contain such provision as the Secretary of State |
| |
considers appropriate with respect to the proceedings of the body. |
| 35 |
(2) | The delegation order may, in particular— |
| |
(a) | authorise the body to discharge any functions by means of |
| |
committees consisting wholly or partly of members of the body; |
| |
(b) | provide that the validity of proceedings of the body, or of any such |
| |
committee, is not affected by any vacancy among the members or |
| 40 |
any defect in the appointment of any member. |
| |
|
| |
|
| |
|
| |
6 (1) | The body may retain fees payable to it. |
| |
(2) | The fees must be applied for— |
| |
(a) | meeting the expenses of the body in discharging its functions, and |
| |
(b) | any purposes incidental to those functions. |
| 5 |
(3) | Those expenses include any expenses incurred by the body on such staff, |
| |
accommodation, services and other facilities as appear to it to be necessary |
| |
or expedient for the proper performance of its functions. |
| |
(4) | In prescribing the amount of fees in the exercise of the functions transferred |
| |
to it the body must prescribe such fees as appear to it sufficient to defray |
| 10 |
those expenses, taking one year with another. |
| |
(5) | Any exercise by the body of the power to prescribe fees requires the |
| |
approval of the Secretary of State. |
| |
(6) | The Secretary of State may, after consultation with the body, by order vary |
| |
or revoke any regulations prescribing fees made by the body. |
| 15 |
| |
7 (1) | Regulations or an order made by the body in the exercise of the functions |
| |
transferred to it must be made by instrument in writing, but not by statutory |
| |
| |
(2) | The instrument must specify the provision of this Part of this Act under |
| 20 |
| |
(3) | The Secretary of State may by order impose such requirements as he thinks |
| |
necessary or expedient as to the circumstances and manner in which the |
| |
body must consult on any regulations or order it proposes to make. |
| |
(4) | Nothing in this Part applies to make regulations or an order made by the |
| 25 |
body subject to negative resolution procedure or affirmative resolution |
| |
| |
8 (1) | Immediately after an instrument is made it must be printed and made |
| |
available to the public with or without payment. |
| |
(2) | A person is not to be taken to have contravened any regulation or order if he |
| 30 |
shows that at the time of the alleged contravention the instrument |
| |
containing the regulation or order had not been made available as required |
| |
| |
9 (1) | The production of a printed copy of an instrument purporting to be made by |
| |
the body on which is endorsed a certificate signed by an officer of the body |
| 35 |
authorised by it for the purpose and stating— |
| |
(a) | that the instrument was made by the body, |
| |
(b) | that the copy is a true copy of the instrument, and |
| |
(c) | that on a specified date the instrument was made available to the |
| |
public as required by paragraph 8, |
| 40 |
| is evidence (or, in Scotland, sufficient evidence) of the facts stated in the |
| |
| |
|
| |
|
| |
|
(2) | A certificate purporting to be signed as mentioned in sub-paragraph (1) is to |
| |
be deemed to have been duly signed unless the contrary is shown. |
| |
(3) | Any person wishing in any legal proceedings to cite an instrument made by |
| |
the body may require the body to cause a copy of it to be endorsed with such |
| |
a certificate as is mentioned in this paragraph. |
| 5 |
| |
10 (1) | The body must, at least once in each calendar year for which the delegation |
| |
order is in force, make a report to the Secretary of State on— |
| |
(a) | the discharge of the functions transferred to it, and |
| |
(b) | such other matters as the Secretary of State may by order require. |
| 10 |
(2) | The delegation order may modify subsection (1) as it has effect in relation to |
| |
the calendar year in which the order comes into force or is revoked. |
| |
(3) | The Secretary of State must lay before Parliament copies of each report |
| |
received by him under this paragraph. |
| |
(4) | The following provisions of this paragraph apply as follows— |
| 15 |
(a) | sub-paragraphs (5) and (6) apply only where the body is established |
| |
| |
(b) | sub-paragraphs (7) and (8) apply only where the body is an existing |
| |
| |
(5) | The Secretary of State may, with the consent of the Treasury, give directions |
| 20 |
to the body with respect to its accounts and the audit of its accounts. |
| |
(6) | A person may only be appointed as auditor of the body if he is eligible for |
| |
appointment as a statutory auditor. |
| |
(7) | Unless the body is a company to which section 226 of the Companies Act |
| |
1985 (c. 6) (duty to prepare individual company accounts) applies, the |
| 25 |
Secretary of State may, with the consent of the Treasury, give directions to |
| |
the body with respect to its accounts and the audit of its accounts. |
| |
(8) | Whether or not the body is a company to which section 226 of the |
| |
Companies Act 1985 applies, the Secretary of State may direct that any |
| |
provisions of that Act specified in the directions are to apply to the body, |
| 30 |
with or without any modifications so specified. |
| |
Other supplementary provisions |
| |
11 (1) | The transfer of a function to a body designated by a delegation order does |
| |
not affect anything previously done in the exercise of the function |
| |
transferred; and the resumption of a function so transferred does not affect |
| 35 |
anything previously done in exercise of the function resumed. |
| |
(2) | The Secretary of State may by order make such transitional and other |
| |
supplementary provision as he thinks necessary or expedient in relation to |
| |
the transfer or resumption of a function. |
| |
(3) | The provision that may be made in connection with the transfer of a function |
| 40 |
includes, in particular, provision— |
| |
(a) | for modifying or excluding any provision of this Part of this Act in its |
| |
application to the function transferred; |
| |
|
| |
|
| |
|
(b) | for applying to the body designated by the delegation order, in |
| |
connection with the function transferred, any provision applying to |
| |
the Secretary of State which is contained in or made under any other |
| |
| |
(c) | for the transfer of any property, rights or liabilities from the Secretary |
| 5 |
| |
(d) | for the carrying on and completion by that body of anything in the |
| |
process of being done by the Secretary of State when the order takes |
| |
| |
(e) | for the substitution of that body for the Secretary of State in any |
| 10 |
instrument, contract or legal proceedings. |
| |
(4) | The provision that may be made in connection with the resumption of a |
| |
function includes, in particular, provision— |
| |
(a) | for the transfer of any property, rights or liabilities from that body to |
| |
| 15 |
(b) | for the carrying on and completion by the Secretary of State of |
| |
anything in the process of being done by that body when the order |
| |
| |
(c) | for the substitution of the Secretary of State for that body in any |
| |
instrument, contract or legal proceedings. |
| 20 |
12 | Where a delegation order is revoked, the Secretary of State may by order |
| |
| |
(a) | for the payment of compensation to persons ceasing to be employed |
| |
by the body established by the delegation order; |
| |
(b) | as to the winding up and dissolution of the body. |
| 25 |
13 (1) | This paragraph applies where the body is an unincorporated association. |
| |
(2) | Any relevant proceedings may be brought by or against the body in the |
| |
name of any body corporate whose constitution provides for the |
| |
establishment of the body. |
| |
(3) | In sub-paragraph (2) “relevant proceedings” means proceedings brought in |
| 30 |
or in connection with the exercise of any transferred function. |
| |
(4) | In relation to proceedings brought as mentioned in sub-paragraph (2), any |
| |
reference in paragraph 11(3)(e) or (4)(c) to the body replacing or being |
| |
replaced by the Secretary of State in any legal proceedings is to be read with |
| |
the appropriate modifications. |
| 35 |
| |
| |
Statutory auditors: consequential amendments |
| |
Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) |
| |
1 (1) | Section 16 of the Companies (Audit, Investigations and Community |
| |
Enterprise) Act 2004 (grants to bodies concerned with accounting standards |
| 40 |
etc) is amended as follows. |
| |
| |
|
| |
|
| |
|
(a) | in paragraph (f) for “paragraph 17” to the end substitute “paragraph |
| |
21, 22, 23(1) or 24(1) of Schedule 10 to the Company Law Reform Act |
| |
| |
(b) | in paragraph (g) for “Part 2 of that Act” substitute “Part 42 of that |
| |
| 5 |
(3) | In subsection (5), in the definition of “professional accountancy body”— |
| |
(a) | in paragraph (a) for “Part 2 of the Companies Act 1989 (c. 40)” |
| |
substitute “Part 42 of the Company Law Reform Act 2006”, and |
| |
(b) | in paragraph (b) for “section 32” substitute “section 1184”. |
| |
| 10 |
| |
Transparency obligations and related matters: minor and consequential |
| |
| |
| |
Amendments of the Financial Services and Markets Act 2000 |
| |
1 | Part 6 of the Financial Services and Markets Act 2000 (listing and other |
| 15 |
matters) is amended as follows. |
| |
2 | In section 73 (general duty of competent authority), after subsection (1) |
| |
| |
“(1A) | To the extent that those general functions are functions under or |
| |
relating to transparency rules, subsection (1)(c) and (f) have effect as |
| 20 |
if the references to a regulated market were references to a market.” |
| |
3 | In section 73A (Part 6 Rules), after subsection (5) insert— |
| |
“(6) | Transparency rules and corporate governance rules are not listing |
| |
rules, disclosure rules or prospectus rules, but are Part 6 rules.” |
| |
4 | For the cross-heading before section 90 substitute “Compensation for false or |
| 25 |
misleading statements etc”. |
| |
5 | For the heading to section 90 substitute “Compensation for statements in |
| |
listing particulars or prospectus”. |
| |
6 (1) | Section 91 (penalties for breach of Part 6 rules) is amended as follows. |
| |
(2) | For subsection (1) substitute— |
| 30 |
“(1) | If the competent authority considers that— |
| |
(a) | an issuer of listed securities, or |
| |
(b) | an applicant for listing, |
| |
| has contravened any provision of listing rules, it may impose on him |
| |
a penalty of such amount as it considers appropriate. |
| 35 |
(1ZA) | If the competent authority considers that— |
| |
(a) | an issuer who has requested or approved the admission of a |
| |
financial instrument to trading on a regulated market, |
| |
|
| |
|
| |
|
(b) | a person discharging managerial responsibilities within such |
| |
| |
(c) | a person connected with such a person discharging |
| |
managerial responsibilities, |
| |
| has contravened any provision of disclosure rules, it may impose on |
| 5 |
him a penalty of such amount as it considers appropriate.” |
| |
(3) | After subsection (1A) insert— |
| |
“(1B) | If the competent authority considers— |
| |
(a) | that a person has contravened— |
| |
(i) | a provision of transparency rules or a provision |
| 10 |
otherwise made in accordance with the transparency |
| |
obligations directive, or |
| |
(ii) | a provision of corporate governance rules, or |
| |
(b) | that a person on whom a requirement has been imposed |
| |
under section 89J (power to suspend or prohibit trading of |
| 15 |
securities in case of infringement of applicable transparency |
| |
obligation), has contravened that requirement, |
| |
| it may impose on the person a penalty of such amount as it considers |
| |
| |
(4) | In subsection (2) for “(1)(a), (1)(b)(ii) or (1A)” substitute “(1), (1ZA)(a), (1A) |
| 20 |
| |
7 | In section 96B (persons discharging managerial responsibilities and |
| |
| |
(a) | for the heading substitute “Disclosure rules: persons responsible for |
| |
| 25 |
(b) | in subsection (1) for “For the purposes of this Part” substitute “for the |
| |
purposes of the provisions of this Part relating to disclosure rules”. |
| |
8 | In section 97(1) (appointment by the competent authority of persons to carry |
| |
out investigations), for paragraphs (a) and (b) substitute— |
| |
“(a) | there may have been a contravention of— |
| 30 |
(i) | a provision of this Part or of Part 6 rules, or |
| |
(ii) | a provision otherwise made in accordance with the |
| |
prospectus directive or the transparency obligations |
| |
| |
(b) | a person who was at the material time a director of a person |
| 35 |
mentioned in section 91(1), (1ZA)(a), (1A) or (1B) has been |
| |
knowingly concerned in a contravention by that person of— |
| |
(i) | a provision of this Part or of Part 6 rules, or |
| |
(ii) | a provision otherwise made in accordance with the |
| |
prospectus directive or the transparency obligations |
| 40 |
| |
9 | In section 99 (fees) after subsection (1B) insert— |
| |
“(1C) | Transparency rules may require the payment of fees to the |
| |
competent authority in respect of the continued admission of |
| |
financial instruments to trading on a regulated market.”. |
| 45 |
|
| |
|
| |
|
10 | In section 102A(3) (meaning of “transferable securities”) for “the investment |
| |
services directive” substitute “Directive 2004/39/EC of the European |
| |
Parliament and of the Council on markets in financial instruments”. |
| |
11 (1) | Section 103(1) (interpretation of Part 6) is amended as follows. |
| |
(2) | In the definition of “regulated market” for “Article 1.13 of the investment |
| 5 |
services directive” substitute “Article 4.1(14) of Directive 2004/39/EC of the |
| |
European Parliament and of the Council on markets in financial |
| |
| |
(3) | At the appropriate place insert— |
| |
““voteholder information” has the meaning given by section |
| 10 |
| |
| |
Amendments of the Companies (Audit, Investigations and Community |
| |
| |
12 | Chapter 2 of Part 1 of the Companies (Audit, Investigations and Community |
| 15 |
Enterprise) Act 2004 (accounts and reports) is amended as follows. |
| |
13 (1) | Section 14 (supervision of periodic accounts and reports of issuers of listed |
| |
securities) is amended as follows. |
| |
(2) | In subsection (2)(a)— |
| |
(a) | for “listed” substitute “transferable”; |
| 20 |
(b) | for “listing” substitute “Part 6”. |
| |
(3) | In subsection (3)(a)— |
| |
(a) | for “listed” substitute “transferable”; |
| |
(b) | for “listing” substitute “Part 6”. |
| |
(4) | In subsection (7)(b) for “listed” substitute “transferable”. |
| 25 |
| |
(a) | for ““listed securities” and “listing rules” have” substitute ““Part 6 |
| |
| |
(b) | for the definition of “issuer” substitute— |
| |
““issuer” has the meaning given by section 102A(6);”; |
| 30 |
(c) | in the definition of “periodic” for “listing” substitute “Part 6”; |
| |
| |
““transferable securities” has the meaning given by |
| |
section 102A(3) of that Act.”. |
| |
14 (1) | Section 15 (application of certain company law provisions to bodies |
| 35 |
appointed under section 14) is amended as follows. |
| |
(2) | In subsection (5)(a)— |
| |
(a) | for “listed” substitute “transferable”; |
| |
(b) | for “listing” substitute “Part 6”. |
| |
(3) | In subsection (5B)(a)— |
| 40 |
(a) | for “listed” substitute “transferable”; |
| |
(b) | for “listing” substitute “Part 6”. |
| |
|
| |
|