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| | Tuesday 28th November 2006 |
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| | Investment Exchanges and Clearing Houses Bill
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| | Clause 1, page 1, line 6, after ‘where’, insert ‘, from the effective date of this |
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| | section and following a change of governance of a recognised body, such’. |
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| | Clause 1, page 1, line 6, after ‘any’, insert ‘material’. |
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| | Clause 1, page 2, leave out line 5 and insert ‘need to maintain the competitiveness of |
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| | United Kingdom markets,’. |
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| | Clause 2, page 2, line 16, after ‘that’, insert ‘, following a change of governance’. |
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| | Clause 2, page 2, line 16, after ‘any’, insert ‘material’. |
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| | Clause 2, page 3, line 13, after ‘where’, insert ‘, following a change of governance |
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| | in respect of a recognised body,’. |
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| | Clause 2, page 3, line 20, at end insert ‘, and |
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| | | (d) | specifying those persons which the Authority believes may be affected |
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| | Clause 2, page 4, leave out lines 10 and 11. |
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| | Clause 2, page 4, line 11, at end add— |
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| | | ‘(4) | In sections 300A and 300D “change of governance” means, in respect of a |
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| | | recognised body, the obtaining of material influence by a person who did not |
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| | | previously exercise material influence over— |
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| | | (a) | the board of the recognised body, or |
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| | | (b) | the board of any person who (whether directly or by means of holding |
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| | | control over one or more other persons) has control over the recognised |
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| | | (5) | For the purposes of subsection (4) the obtaining of material influence by a person |
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| | | (a) | a new holding company where the interests of the members of the new |
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| | | holding company are the same as, and held in the same proportions as, |
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| | | the members of the recognised body (or the holding company of the |
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| | | recognised body, as the case may be) immediately prior to such company |
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| | | becoming the new holding company, or |
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| | | (b) | a wholly owned subsidiary of the recognised body or any such new |
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| | | | is not a change of governance. |
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| | | (6) | For the purposes of subsections (4) and (5) “material influence”— |
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| | | (a) | means the power (whether directly or indirectly and whether by the |
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| | | ownership of share capital, the possession of voting power, contract or |
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| | | otherwise) to appoint or remove all such members of the board of |
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| | | directors or other governing body of a person as are able to cast 50 per |
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| | | cent. or more of the votes capable off being cast by the members of the |
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| | | board or governing body on all, or substantially all, matters, or otherwise |
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| | | to have (or have the power to have) material influence over the policies |
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| | | and affairs of that person; and |
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| | | (b) | is demonstrated if the person exercising material influence acts in a way |
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| | | otherwise than in accordance with United Kingdom corporate |
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| | | Clauses 3 to 5 Agreed to. |
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| | | Bill reported, without Amendment. |
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| | | Bill read the third time, and passed. |
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