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Wednesday 18th October 2006 Consideration of Bill New Amendments handed in are marked thus * Company Law Reform Bill [Lords] Note The Amendments have been arranged in accordance with the Companies Bill [Lords] (Programme) (No. 3) Order [17th October]. NEW CLAUSES RELATING TO CHAPTER 5 OF PART 16 Contents of directors’ report: business review (No. 2) Jon Trickett
Mr Tom Clarke 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):— Mr Edward Davey
(A) Line 6, at end insert ‘and potential customers to decide whether to purchase the company’s goods or services.’. Reporting standards Colin Burgon
NC2 To move the following Clause:— ‘(1) A business review must— (a) state whether it has been prepared in accordance with relevant reporting standards, and (b) contain particulars of, and reasons for, any departure from such standards. (2) In this section, “reporting standards” means statements of standard reporting practice which the Secretary of State shall ensure are issued and which— (a) relate to business reviews, and (b) shall be issued by a body or bodies specified in an order made by the Secretary of State. (3) References in this section to relevant reporting standards, in relation to a company’s business review, are to such standards as are, in accordance with their terms, applicable to the company’s circumstances and to the review. (4) Where or the extent that the directors of a company have complied with a reporting standard, they are presumed (unless the contrary is proved) to have complied with the corresponding requirements of this Part relating to the contents of a business review.’. Requirement for audit of business review Mr Edward Davey
NC75 To move the following Clause:— ‘The auditors must state in their report— (a) whether in their opinion the information given in the business review for the financial year for which the annual accounts are prepared is consistent with those accounts; and (b) whether any matters have come to their attention, in the performance of their functions as auditors of the company, which in their opinion are inconsistent with the information given in the business review.’. amendmentS RELATING TO CHAPTER 5 OF PART 16 Jon Trickett
1 Page 196, line 30, leave out Clause 423. Jim Cousins
760 Page 197, line 2 [Clause 423], leave out ‘In the case of a quoted company’. Lembit Öpik1 844 * Page 197, line 6 [Clause 423], after ‘business’, insert ‘, including— (i) a description of the business and the external environment in which it operates, including its main products, services, customers, business processes and distribution methods, (ii) information about the company’s major markets and its competitive position within those markets, and (iii) any further marketing information which in the opinion of the directors would contribute to a clearer picture of the company’s position and performance’. Mr Secretary Darling 821 Page 197, line 13 [Clause 423], at end insert ‘; and (c) information about persons with whom the company has contractual or other arrangements which are essential to the business of the company.’. Mr Secretary Darling 822 Page 197, line 15 [Clause 423], leave out ‘paragraph (b)(i), (ii) and (iii)’ and insert ‘paragraphs (b)(i), (ii) and (iii) and (c)’. AMENDMENTS RELATING TO CHAPTERS 1 TO 4 AND 6 TO 12 OF PART 16 Mr Secretary Darling 712 Page 177, line 11 [Clause 389], leave out ‘the relevant requirements’ and insert ‘any relevant requirement’. Mr Secretary Darling 530 Page 177, line 26 [Clause 390], leave out sub-paragraph (i) and insert— ‘(i) is an authorised insurance company, a banking company, an e-money issuer, an ISD investment firm or a UCITS management company, or’. Mr Secretary Darling 531 Page 177, line 33 [Clause 390], leave out ‘or’. Mr Secretary Darling 532 Page 177, line 34 [Clause 390], leave out paragraph (c) and insert— ‘(c) a person (other than a small company) who has
permission under Part 4 of the (d) a small company that is an authorised insurance company, a banking company, an e-money issuer, an ISD investment firm or a UCITS management company, or (e) a person who carries on insurance market activity.’. Mr Secretary Darling 533 Page 177, line 37 [Clause 390], at end insert— ‘(3) A company is a small company for the purposes of subsection (2) if it qualified as small in relation to its last financial year ending on or before the end of the financial year to which the accounts relate.’. Jim Cousins
753 Page 184, line 11 [Clause 402], at end insert ‘, and (c) the tax paid by the company under the legislation of any country or territory in which the company may operate, having apportioned income in accordance with best accounting practice to that country or territory.’. Jim Cousins
754 Page 189, line 15 [Clause 410], at end insert ‘, and (c) the tax paid by the parent company and its subsidiary undertakings under the legislation of any country or territory in which the company may operate, having apportioned income in accordance with best accounting practice to that country or territory.’. Jim Cousins
801 Page 191, line 15 [Clause 415], at end insert ‘, and (c) may require companies to publish details of their transfer pricing policies and a declaration by directors that arm’s length prices have been used in all such transactions.’. Mr Secretary Darling 311 Page 192, line 2 [Clause 416], at end insert ‘under section 411(3) (undertakings excluded on grounds other than materiality)’. Jim Cousins 820 Page 192, line 27 [Clause 417], at end insert ‘and (c) the highest and the lowest annual earnings paid by the company; the number of UK based workers on the UK national minimum wage; the gap between the average male and female annual earnings in the UK and the steps taken to reduce it.’. Mr Secretary Darling 303 Page 201, line 4 [Clause 430], leave out ‘not later than 21 days before’ and insert ‘at least 21 days before the date of’. Mr Secretary Darling 340 Page 201, line 32 [Clause 432], leave out ‘by’ and insert ‘in accordance with’. Mr Secretary Darling 341 Page 202, line 2 [Clause 432], at end insert— ‘(4A) This section applies to copies of accounts and reports required to be sent out by virtue of section 146 to a person nominated to enjoy information rights as it applies to copies of accounts and reports required to be sent out in accordance with section 429 to a member of the company.’. Mr Secretary Darling 312 Page 204, line 23 [Clause 436], leave out subsection (2) and insert— ‘( ) The annual accounts and reports must be made available on a website that— (a) is maintained by or on behalf of the company, and (b) identifies the company in question. ( ) Access to the annual accounts and reports on the website, and the ability to obtain a hard copy of the annual accounts and reports from the website, must not be— (a) conditional on the payment of a fee, or (b) otherwise restricted, except so far as necessary to comply with any enactment or regulatory requirement (in the United Kingdom or elsewhere). ( ) The annual accounts and reports— (a) must be made available as soon as reasonably practicable, and (b) must be kept available throughout the period specified in subsection (1)(b). ( ) A failure to make the annual accounts and reports available on a website throughout that period is disregarded if— (a) the annual accounts and reports are made available on the website for part of that period, and (b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid.’ Mr Secretary Darling 313 Page 204, line 24 [Clause 436], leave out from ‘section’ to ‘, an’ in line 25. Mr Secretary Darling 314 Page 204, line 29, leave out Clause 437. Mr Secretary Darling 315 Page 205, line 12, leave out Clause 438. Mr Secretary Darling 235 Page 207, line 16 [Clause 442], leave out paragraph (b). Mr Secretary Darling 236 Page 208, line 5 [Clause 443], leave out paragraph (d). Mr Secretary Darling 237 Page 208, line 11 [Clause 443], leave out paragraph (b). Jim Cousins
685 Page 211, line 10 [Clause 450], leave out ‘six months’ and insert ‘90 days’. Mr Secretary Darling 238 Page 212 [Clause 452], leave out lines 21 to 23. Mr Secretary Darling 239 Page 218, line 34 [Clause 462], leave out ‘or independent examiner’. Mr Secretary Darling 824 Page 224, line 21 [Clause 469], leave
out ‘the insider dealing legislation’ and insert ‘Part
5 of the Mr Secretary Darling 224 Page 227, line 38 [Clause 474], leave out ‘388’ and insert ‘473’. Mr Secretary Darling 713 Page 228, line 9 [Clause 474], leave out ‘the relevant requirements’ and insert ‘any relevant requirement’. Mr Secretary Darling 534 Page 228, line 32 [Clause 475], leave out ‘or’. Mr Secretary Darling 535 Page 228, line 33 [Clause 475], leave out paragraph (c) and insert— ‘(c) a person (other than a small company) who has
permission under Part 4 of the (d) a small company that is an authorised insurance company, a banking company, an e-money issuer, an ISD investment firm or a UCITS management company, or (e) a person who carries on insurance market activity.’. Mr Secretary Darling 536 Page 228, line 36 [Clause 475], at end insert— ‘(3) A company is a small company for the purposes of subsection (2) if it qualified as small in relation to its last financial year ending on or before the end of the financial year in question.’. Mr Secretary Darling 240 Page 230, line 38 [Clause 479], leave out subsection (4). Mr Secretary Darling 537 Page 231, line 35 [Clause 482], at end insert— ‘“e-money issuer” means a person who has
permission under Part 4 of the Mr Secretary Darling 825 Page 232 [Clause 482], leave out lines 1 and 2. Mr Secretary Darling 538 Page 232, line 6 [Clause 482], at end insert— ‘“ISD investment firm” has the meaning
given by the Glossary forming part of the Handbook made by the Financial
Services Authority under the Mr Secretary Darling 316 Page 232 [Clause 482], leave out lines 7 and 8. Mr Secretary Darling 539 Page 232, line 17 [Clause 482], at end insert— ‘(aa) article 25B (arranging regulated home reversion plans), (ab) article 25C (arranging regulated home purchase plans),’. Mr Secretary Darling 540 Page 232, line 20 [Clause 482], leave out ‘or’. Mr Secretary Darling 541 Page 232, line 20 [Clause 482], at end insert— ‘(ca) article 53B (advising on regulated home reversion plans), (cb) article 53C (advising on regulated home purchase plans),’. Mr Secretary Darling 542 Page 232, line 25 [Clause 482], at end insert ‘, or (e) article 64 (agreeing to carry on a regulated activity of the kind mentioned in paragraphs (a) to (d));’. Mr Secretary Darling 543 Page 232, line 31 [Clause 482], at end insert— ‘“UCITS management company” has the meaning
given by the Glossary forming part of the Handbook made by the Financial
Services Authority under the NEW CLAUSES RELATING TO PART 8 Names and addresses of members of companies: company application Mr Alan Duncan
NC16 To move the following Clause:— ‘(1) Subject to the provisions of this section, a company may make an application under this section to the Secretary of State where the condition in subsection (2) is satisfied. (2) The condition referred to in subsection (1) above is that the company considers that the availability for inspection by members of the public of particulars of the names and usual residential or business addresses of the members of the company creates, or (if an order is not made under this section) is likely to create, a serious risk that a member of the company or a person who lives with or is an employee of a member of the company will be subjected to violence or intimidation (“a serious risk”). (3) Where, on an application made by a company under this section, the Secretary of State is satisfied that the availability for inspection by members of the public of the particulars of that company’s members’ usual residential addresses creates or (if an order is not made under this section) is likely to create a serious risk that a member, or a person who lives with him, or an employee of his will be subjected to violence, intimidation or criminal activity, he shall make an order under this section (“a company member’s confidentiality order”) in relation to the company. (4) Where the Secretary of State is not satisfied under subsection (3) he shall dismiss the application. (5) At any time when a company member’s confidentiality order is in force in relation to a company, the name and address of any individual in the register of members of the company that is the subject of the confidentiality order, shall not be disclosed to any person who may request either company or Companies House disclosure of such names and addresses save in prescribed circumstances. (6) The Secretary of State shall give the applicant notice of his decision under subsection (3) or (4); and a notice under this subsection shall be given within such period and shall contain such information as may be prescribed. (7) At any time when a company member’s confidentiality order is in force in relation to a company, the company must pass on to all of its members any lawful message or documentation that a member of the company or a member of the public wishes to send to the company’s members. (8) The company may charge a reasonable fee for sending a message or documentation under subsection (7). (9) Where the company has become bound to act under subsection (7) and has failed to so act, an offence is commited by— (a) the company, and (b) every officer of the company who is in default. (10) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. (11) In the case of any such refusal or default as set out in subsection (9) the court may by order compel an immediate inspection of the register or, as the case may be, direct that a copy of the register be sent to the person to whom the undertaking was made. (12) The Secretary of State may at any time revoke a company member’s confidentiality order if he is satisfied that such conditions as may be prescribed are satisfied.’. |
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| © Parliamentary copyright 2006 | Prepared: 18 October 2006 |