| Company Law Reform Bill [Lords] - continued | House of Commons |
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Mr Secretary Darling 592 Page 90, line 14, leave out Clause 198. Mr Secretary Darling 593 Page 91, line 22 [Clause 200], leave out ‘A company’ and insert— ‘(1) This section applies to a company if it is— (a) a public company, or (b) a company associated with a public company. (2) A company to which this section applies’. Mr Alan Duncan
405 Page 91, line 22 [Clause 200], after ‘A’, insert, ‘relevant’. Mr Secretary Darling 490 Page 92, line 7 [Clause 200], leave out subsection (5) and insert— ‘(5) No approval is required under this section on the part of the members of a body corporate that— (a) is not a UK-registered company, or (b) is a wholly-owned subsidiary of another body corporate.’. Mr Alan Duncan
406 Page 92, line 14 [Clause 200], at end insert— ‘(6) “Relevant company” means a company which— (a) is a public company, or (b) is a subsidiary of a public company, or (c) is a subsidiary of a company which has another subsidiary a public company, or (d) has a subsidiary which is a public company.’. Mr Secretary Darling 594 Page 92, line 35 [Clause 202], leave out ‘198’ and insert ‘(Loans to directors: requirement of members’ approval), (Quasi-loans to directors: requirement of members’ approval), (Loans or quasi-loans to persons connected with directors: requirement of members’ approval)’. Mr Secretary Darling 491 Page 93, line 20 [Clause 202], leave out subsection (5) and insert— ‘(5) No approval is required under this section on the part of the members of a body corporate that— (a) is not a UK-registered company, or (b) is a wholly-owned subsidiary of another body corporate.’. Mr Secretary Darling 595 Page 93, line 29 [Clause 202], leave out ‘198’ and insert ‘(Loans to directors: requirement of members’ approval), (Quasi-loans to directors: requirement of members’ approval), (Loans or quasi-loans to persons connected with directors: requirement of members’ approval)’. Mr Secretary Darling 596 Page 93, line 33 [Clause 203], leave out ‘198’ and insert ‘(Loans to directors: requirement of members’ approval), (Quasi-loans to directors: requirement of members’ approval), (Loans or quasi-loans to persons connected with directors: requirement of members’ approval)’. Mr Secretary Darling 597 Page 94, line 2 [Clause 204], leave out ‘198’ and insert ‘(Loans to directors: requirement of members’ approval), (Quasi-loans to directors: requirement of members’ approval), (Loans or quasi-loans to persons connected with directors: requirement of members’ approval)’. Mr Alan Duncan
20 Page 94, line 4 [Clause 204], after second ‘company’, insert ‘or of its associated company’. Mr Secretary Darling 598 Page 94, line 8 [Clause 204], after ‘company’ insert ‘or an associated company’. Mr Alan Duncan
21 Page 94, line 8 [Clause 204], after ‘company’, insert ‘or where a company is permitted to give a director a qualifying third party indemnity’. Mr Alan Duncan
354 Page 94, line 8 [Clause 204], after ‘company’, insert ‘or any associated company’. Mr Alan Duncan
22 Page 94, line 15 [Clause 204], leave out ‘incurred in connection with the matter’ and insert ‘under any transaction connected with the thing in question’. Mr Secretary Darling 613 Page 94, line 15 [Clause 204], leave out ‘in connection with the matter’ and insert ‘under any transaction connected with the thing done’. Mr Secretary Darling 163 Page 94, line 33 [Clause 204], at end insert— ‘section 674(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or’. Mr Secretary Darling 164 Page 94, line 35 [Clause 204], leave out from ‘conduct)’ to end of line 37. Mr Secretary Darling 599 Page 94, line 40 [Clause 205], leave out ‘198’ and insert ‘(Loans to directors: requirement of members’ approval), (Quasi-loans to directors: requirement of members’ approval), (Loans or quasi-loans to persons connected with directors: requirement of members’ approval)’. Mr Secretary Darling 600 Page 95, line 2 [Clause 205], after ‘company’ insert ‘or an associated company’. Mr Secretary Darling 601 Page 95, line 5 [Clause 206], leave out ‘198’ and insert ‘(Loans to directors: requirement of members’ approval), (Quasi-loans to directors: requirement of members’ approval) or (Loans or quasi-loans to persons connected with directors: requirement of members’ approval)’. Mr Secretary Darling 602 Page 95, line 28 [Clause 207], leave out ‘198’ and insert ‘(Loans to directors: requirement of members’ approval), (Quasi-loans to directors: requirement of members’ approval) or (Loans or quasi-loans to persons connected with directors: requirement of members’ approval)’. Mr Secretary Darling 603 Page 95, line 39 [Clause 208], leave out ‘198’ and insert ‘(Loans to directors: requirement of members’ approval), (Quasi-loans to directors: requirement of members’ approval) or (Loans or quasi-loans to persons connected with directors: requirement of members’ approval)’. Mr Secretary Darling 604 Page 96, line 26 [Clause 209], leave out ‘198’ and insert ‘(Loans to directors: requirement of members’ approval), (Quasi-loans to directors: requirement of members’ approval), (Loans or quasi-loans to persons connected with directors: requirement of members’ approval)’. Mr Secretary Darling 605 Page 97, line 8 [Clause 210], leave out ‘198’ and insert ‘(Loans to directors: requirement of members’ approval), (Quasi-loans to directors: requirement of members’ approval), (Loans or quasi-loans to persons connected with directors: requirement of members’ approval) and 199’. Mr Secretary Darling 606 Page 97, line 34 [Clause 211], leave out ‘198’ and insert ‘(Loans to directors: requirement of members’ approval), (Quasi-loans to directors: requirement of members’ approval), (Loans or quasi-loans to persons connected with directors: requirement of members’ approval) and 199’. Mr Secretary Darling 607 Page 98, line 3 [Clause 212], leave out ‘198’ and insert ‘(Loans to directors: requirement of members’ approval), (Quasi-loans to directors: requirement of members’ approval), (Loans or quasi-loans to persons connected with directors: requirement of members’ approval)’. Mr Secretary Darling 608 Page 98, line 24 [Clause 212], leave out ‘198’ and insert ‘(Loans to directors: requirement of members’ approval), (Quasi-loans to directors: requirement of members’ approval)’. Mr Secretary Darling 609 Page 98, line 34 [Clause 212], leave out ‘198’ and insert ‘(Loans or quasi-loans to persons connected with directors: requirement of members’ approval)’. Mr Secretary Darling 610 Page 99, line 3 [Clause 213], leave out ‘198’ and insert ‘(Loans to directors: requirement of members’ approval), (Quasi-loans to directors: requirement of members’ approval), (Loans or quasi-loans to persons connected with directors: requirement of members’ approval)’. Mr Secretary Darling 611 Page 99, line 5 [Clause 213], leave out paragraphs (a) and (b) and insert— ‘(a) in the case of a contravention of the requirement for a resolution of the members of the company, by a resolution of the members of the company, and (b) in the case of a contravention of the requirement for a resolution of the members of the company’s holding company, by a resolution of the members of the holding company,’. Mr Secretary Darling 492 Page 100, line 39 [Clause 216], leave out subsection (4) and insert— ‘(4) No approval is required under this section on the part of the members of a body corporate that— (a) is not a UK-registered company, or (b) is a wholly-owned subsidiary of another body corporate.’. Mr Secretary Darling 493 Page 101, line 23 [Clause 217], leave out subsection (4) and insert— ‘(4) No approval is required under this section on the part of the members of a body corporate that— (a) is not a UK-registered company, or (b) is a wholly-owned subsidiary of another body corporate.’. Mr Secretary Darling 165 Page 102, line 14 [Clause 218], leave out ‘430E of the Companies Act 1985 (c. 6)’ and insert ‘955’. Mr Secretary Darling 494 Page 102, line 26 [Clause 218], leave out subsection (6) and insert— ‘(6) No approval is required under this section on the part of shareholders in a body corporate that— (a) is not a UK-registered company, or (b) is a wholly-owned subsidiary of another body corporate.’. Mr Secretary Darling 644 Page 104, line 26, leave out Clause 223. Mr Secretary Darling 166 Page 105, line 11 [Clause 226], leave out ‘Company Law Reform’ and insert ‘Companies’. Mr Secretary Darling 612 Page 105, line 22 [Clause 226], leave out ‘198’ and insert ‘(Loans to directors: requirement of members’ approval), (Quasi-loans to directors: requirement of members’ approval) or (Loans or quasi-loans to persons connected with directors: requirement of members’ approval) Mr Secretary Darling 167 Page 105, line 34 [Clause 226], leave out ‘Company Law Reform’ and insert ‘Companies’. Mr Secretary Darling 259 Page 106, line 23 [Clause 228], leave out from end to end of line 27 and insert ‘, or (b) a place specified in regulations under section (Regulations about where certain company records to be kept available for inspection).’. Mr Alan Duncan
407 Page 108, line 28 [Clause 232], at end insert— ‘(5) This section does not apply to a provision made by a company (“Company A”) in respect of a director of an associated company of Company A if the associated company is a wholly owned subsidiary of Company A.’. Mr Secretary Darling 168 Page 109, line 28 [Clause 234], at end insert— ‘section 674(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or’. Mr Secretary Darling 169 Page 109, line 30 [Clause 234], leave out from ‘conduct)’ to end of line 32. Mr Secretary Darling 260 Page 111, line 11 [Clause 237], leave out from end to end of line 15 and insert ‘, or (b) a place specified in regulations under section (Regulations about where certain company records to be kept available for inspection).’. Mr Secretary Darling 645 Page 112 [Clause 239], leave out lines 17 to 19 and insert ‘must be made by resolution of the members of the company’. Mr Alan Duncan
408 Page 112, line 20 [Clause 239], leave out subsections (3) and (4). Mr Alan Duncan
409 Page 112, line 20 [Clause 239], leave out from second ‘resolution’ to ‘an’ in line 21 and insert ‘the director (if a member of the company) is not’. Mr Alan Duncan
410 Page 113, line 32 [Clause 242], leave out from ‘information’ to end of line 34. Mr Alan Duncan
411 Page 113, line 34 [Clause 242], at end insert— ‘(2A) Subsection (2)(b) does not apply to material if it contains an address which the registrar has made unavailable for inspection under regulations made under section 1054.’. Mr Secretary Darling 677 Page 114, line 11 [Clause 243], at end insert— ‘(3A) The Secretary of State may make provision by regulations requiring the registrar, on application, to refrain from disclosing protected information relating to a director to a credit reference agency. (3B) Regulations under subsection (3A) may make provision as to— (a) who may make an application, (b) the grounds on which an application may be made, (c) the information to be included in and documents to accompany an application, and (d) how an application is to be determined. (3C) Provision under subsection (3B)(d) may in particular— (a) confer a discretion on the registrar; (b) provide for a question to be referred to a person other than the registrar for the purposes of determining the application.’. Mr Secretary Darling 646 Page 116, line 27 [Clause 247], leave out subsection (5). Mr Secretary Darling 614 Page 120, line 17 [Clause 256], leave out from ‘Part’ to end of line 19 and insert ‘— (a) bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and (b) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.’. Mr Alan Duncan
23 Page 120, line 17 [Clause 256], leave out from ‘Part’ to end of line 18 and insert ‘an associated company, in relation to a company (“C”), means a company which is C’s subsidiary, or C’s holding company, or a subsidiary of C’s holding company.’. Amendments relating to part 11 Mr Secretary Darling 170 Page 121, line 17 [Clause 260], leave out ‘459 of the Companies Act 1985 (c. 6)’ and insert ‘961’. Mr Alan Duncan
412 Page 121, line 21 [Clause 260], leave out ‘or proposed’. Mr Alan Duncan
413 Page 121, line 24 [Clause 260], leave out ‘or another person (or both)’. Mr Alan Duncan
414 Page 121, line 25 [Clause 260], leave out subsection (4). Mr Alan Duncan
415 Page 121, line 33 [Clause 260], at end insert— ‘(6) A derivative claim under this Chapter may only be brought if the directors have been requested by a member of the company to bring a claim in respect of an act or omission specified in subsection (3) and have not agreed to the request after the expiry of a reasonable period from service of the request.’. Mr Alan Duncan
416 Page 123, line 8 [Clause 263], at end insert ‘, or ‘(d) that the directors have decided not to pursue the claim, unless the court considers that there is a substantial risk that in reaching their decision they acted in breach of their duties to the company, or (e) that the claim is one which the company in general meeting could validly decide not to pursue, unless the court considers that there is a substantial risk that a decision not to pursue the claim would only be taken as a result of votes cast by members with a personal interest, direct or indirect, in the decision, or (f) that pursuing the claim would not be in the interests of the company.’. Mr Alan Duncan
417 Page 123, line 8 [Clause 263], at end insert ‘, or ‘(d) that the directors have decided not to pursue the claim, unless the court considers that there is a substantial risk that that transaction constitutes a fraud on the minority of members of the company, or (e) that the claim is one which the company in general meeting could validly decide not to pursue, unless the court considers that there is a substantial risk that a decision not to pursue the claim would only be taken due to the majority of the shares being in control of those with a direct or indirect interest in the transaction.’. Mr Secretary Darling 171 Page 125, line 4 [Clause 265], leave out ‘461(2)(c) of the Companies Act 1985 (c. 6)’ and insert ‘963(2)(c)’. NEW CLAUSES RELATING TO CHAPTER 5 OF PART 16 Contents of directors’ report: business review (No. 2) Jon Trickett
Mr Mike Weir Mr Neil Gerrard Jo Swinson John McDonnell NC1 To move the following Clause:— ‘(1) Unless the company is subject to the small companies’ regime, the directors’ report must contain a business review. (2) The purposes of the business review are to inform members of the company, help them assess how the directors have performed their duty under section 173 (duty to promote the success of the company), and assist potential investors to decide whether to invest in the company. (3) The business review must contain— (a) a fair review of the company’s business, and (b) a description of the principal risks and uncertainties facing the company. (4) The review required is a balanced and comprehensive analysis of— (a) the development and performance of the company’s business during the financial year, and (b) the position of the company’s business at the end of that year, consistent with the size and complexity of the business. (5) 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, and (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 (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. 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. (6) The review must, in a manner consistent with the size and complexity of the company, include— (a) analysis using financial key performance indicators, and (b) 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. (7) The review must, where appropriate, include references to, and additional explanations of, amounts included in the company’s annual accounts. (8) In relation to a group directors’ report this section has effect as if the references to the company were references to the company and its subsidiary undertakings included in the consolidation. (9) Nothing in this section requires the disclosure of information about impending developments or matters in the course of negotiation if the disclosure would, in the opinion of the directors, be seriously prejudicial to the interests of the company.’. As an Amendment to Jon Trickett’s proposed New Clause (Contents of directors’ report: business review (No. 2)) (NC1):— |
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| © Parliamentary copyright 2006 | Prepared: 17 October 2006 |