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Trade and Industry
Companies Act 2006
The Minister for Industry and the Regions (Margaret Hodge): The Companies Act 2006, which received Royal Assent on 8 November 2006, will bring major benefits to business by modernising and simplifying company law.
Lord Sainsbury made a statement to the House of Lords on 2 November 2006,in which he explained that it is our intention to commence all parts of the Act by October 2008. As part of our implementation of the Act, I intend to commence some provisions early next year.
With effect from 1 January 2007, I intend to commence provisions in the Act relating to changes to the First Company Law Directive. These changes are in large part designed to ensure increased facilities for e-communications with the national registrar of companies.
With effect from 20 January 2007, I intend to commence the following provisions linked to implementation of the Transparency Obligations Directive:
the provisions on company communications to shareholders and others, which include provisions facilitating electronic communication;
provisions concerning a public company's right to investigate who has an interest in its shares;
section 463, which sets out a statutory basis of directors’ liability to the company in relation to the directors’ report (including the business review) and the directors’ remuneration report.
I also intend to commence all powers to make orders or regulations by statutory instrument with effect from 20 January 2007.
I intend to commence some self-contained provisions of the Act from 6 April 2007, including:
the provisions in Part 28 of the Act implementing the takeovers directive;
provisions extending the community interest company regime to Northern Ireland;
section 1281, which amends Part 9 of the Enterprise Act 2002 to enable public authorities, in certain circumstances, to disclose information where the information is to be used in civil proceedings or otherwise for the purpose of establishing, enforcing or defending legal rights.
I also intend to repeal the following free-standing provisions of the Companies Act 1985 with effect from 6 April 2007:
section 41 (authentication of documents);
sections 293 and 294 (provisions relating to directors aged 70 and over in public companies or private companies which are subsidiaries of public companies);
provisions in part 10 of, and schedule 13 to, the Companies Act 1985 relating to the disclosure of share dealings by directors and their families;
section 311 (prohibition on tax-free payments to directors);
sections 323 and 327 (prohibition on directors dealing in share options);
sections 343 and 344 (special procedure for disclosure of dealings in favour of directors by banks);
section 358 (a power for companies to close the register of members);
section 438 (a power for the Secretary of State to bring civil proceedings on a company’s behalf);
section 720 (a requirement for certain companies, including insurance companies, to publish periodical statements);
section 729 (a requirement that the Secretary of State shall prepare an annual report to Parliament of matters within the Companies Acts).
I also intend to commence the provisions about fees payable to Companies House under the new Act. The provisions about fees under the old Act will still remain in force until all the repeals of provisions in that Act have been brought into force.
The Government consulted in August on the application of the Companies Act 2006 to existing companies. The consultation focused on a number of difficult transitional issues affecting company constitutions, which will arise for existing companies when the Act is commenced. I am today publishing a summary of the responses and the Government’s conclusions, together with the individual responses where respondents have given their consent for their full response to be made public.
We will consult in February 2007 on the policy issues related to secondary legislation which will need to be made under the Act, and on further transitional issues.
Wind Farms (Thames Estuary)
The Secretary of State for Trade and Industry (Mr. Alistair Darling): I have today granted consents under section 36 of the Electricity Act 1989 for the construction and operation of the Thanet and London Array offshore wind farms.
The consents have been granted to Thanet Offshore Wind Ltd. (a subsidiary of Warwick Energy) and London Array Ltd. a consortium comprising Shell Wind Energy, E-on Renewables UK and Core Energy (itself comprising Farm Energy and DONG). When complete, the London Array project will be the largest wind farm in the world with the potential to generate 1GW of green energy. The Thanet proposal will generate up to 300MW.
In taking these decisions, I have considered representations about the possible impact of the projects on a range of environmental and other features and interests and taken advice from a range of stakeholders. I have concluded that the impacts envisaged by those making representations will either be of low significance or can be mitigated or avoided through the use of suitable conditions in the Electricity Act consent or in the licences for those projects that are to be issued by the Secretary of State for Environment, Food and Rural Affairs under the Food and Environment Protection Act 1985. I was also aware that the developers have made changes to the proposed works in order to provide further mitigation for some of the potential impacts.
Post Telecoms Council (11 December 2006)
The Minister for Industry and the Regions (Margaret Hodge): I represented the United Kingdom at the Telecoms Council in Brussels, on the morning of 11 December 2006.
The Council began with the presidency asking member states to approve the Council resolution for a strategy for a secure information society in Europe. The resolution concentrates specifically on trust and security in the Ubiquitous Information Society of tomorrow. There was a brief endorsement from the Commission after which three remaining linguistic and scrutiny reserves were lifted without discussion.
The presidency then presented their paper on the progress made in the Council concerning the Commission proposal for a regulation on roaming on public mobile networks within the community. In my intervention I welcomed this proposal, agreeing that there is definitely a need for control of wholesale and retail prices, but expressed my concern at the Commission’s proposed course of action to achieve this reduction. I along with several other member states proposed the introduction of a sunrise clause on the imposition of an average (rather than maximum) retail cap. This would result in the best deal for consumers in terms of sustainable lower roaming prices, competition
in the marketplace and continued innovation in terms of the packages offered. I also referred to a co-authored UK and French paper setting out principles on how we believe the regulation should be structured (attached at annex A). I am pleased to report that the UK-French approach received considerable support.
The presidency concluded the discussion by emphasising the good progress that had been made on the dossier that would now pass to the German presidency for a conclusion before the summer.
Discussions then turned to the agenda items listed under “Any other Business”. The first of these was a presentation by the Finnish presidency on the i2010 conference, which they held in September. This was followed by an update on discussions that took place at the Internet Governance Forum in October. As both of these presentations were fundamentally feedback on past events I did not intervene.
Commissioner Reding then made a brief request to member states to sign the “Memorandum of Understanding” on eCall. eCall is an automated emergency call system which is able to report traffic accidents from the vehicles involved in the crash which in turn could improve the emergency services’ response time. The Government are yet to decide whether to sign the MOU. This is a DFT lead, on which I understand the House has received one explanatory memorandum (EM1238/05 COM2005431 FINAL) and will shortly receive a supplementary EM (EM15932/06 COM2006723 FINAL).
The fourth and final item under AOB was an update on the debate about “116”, on the request of the French (this was a last minute addition to the agenda). “116” is a draft decision from the Commission requesting all member states to allocate numbers (116 XXX) for pan-European services of societal value. In my intervention I agreed with the Commission on the importance of this service and supported the French proposal that one of these numbers, when the Decision is adopted, (116 000) should be reserved for a hotline for reporting missing children. I concluded my intervention by affirming the United Kingdom’s commitment to do everything that we can to take this initiative forward.
On conclusion of discussions on Telecoms issues, Commissioner McCreevy, the Commissioner for the Internal Market and Services, presented the Third Postal Services Directive. The directive proposes the full accomplishment of the internal market for community postal services through the removal or reduction of obstacles that hinder the functioning of the internal market. I along with several other member states supported the Commission’s proposal and highlighted the benefits that we have experienced in the UK, such as choice of provider, better service quality and improved value for money, following the liberalisation of our postal market at the beginning of this year.
The Telecoms Council concluded with the presidency thanking member states for all their assistance over the past six months and wishing the Germans good luck for their forthcoming presidency.
Transport
EU Transport Council (11-12 December 2006)
The Minister of State, Department for Transport (Dr. Stephen Ladyman): I attended the transport session of the Transport, Telecommunications and Energy Council, held in Brussels on 11-12 December. The Finnish Minister for Transport and Communications, Mrs. Susanna Huovinen, was in the chair.
The Council adopted conclusions on the Commission Communication on its mid-term review of the programme for the promotion of short sea shipping. The conclusions are acceptable to the UK.
The Council reached a general approach on a directive amending the current EU provisions on port state control. The general approach, reached on the basis of a compromise proposal, was acceptable to the UK.
The Council also reached a general approach on a decision concerning the ratification by EU member states of the 2006 consolidated Maritime Labour Convention of the International Labour Organisation (ILO). This decision, enabling member states to ratify the convention, and incorporating member states and community competence, is acceptable to the UK.
There was a Commission progress report on the regulation on liability of carriers of passengers by sea and inland waterways in the event of accidents.
The Commission gave a further report on progress in the PPP concession contract negotiations on the Galileo satellite navigation programme. It was keen to ensure that the main elements of the concession contract are in place by early 2007, hopeful that the financial regulation setting out the financial and legal commitments for the public sector over the 20-year period of the concession contract could be finalised by autumn 2007, and expected that final signature of the concession contract could then take place by the end of 2007. I urged that the Commission ensure sufficient information is made available to the March Transport Council so that some preparatory work could be carried out before the important decisions that will need to be taken at the later June Council. I underlined again the civil nature of the project, and called for better information for the Council on economic returns versus cost.
The Commission announced that it would shortly issue a paper setting out its recommendations on future relations with non-EU countries in the Galileo programme.
The Commission also reported on the recent publication of its Green Paper on “Galileo Applications”. The paper invites comments from stakeholders on a host of issues relating to Galileo applications.
Over lunch Ministers discussed the member states’ bids for location of the Galileo Supervisory Authority (GSA). The UK’s bid is for Cardiff and I spoke in favour of it.
There are 10 other bids: from Greece, Spain, Belgium, Slovenia, Malta, Germany, Netherlands, Czech Republic, Italy and France. The presidency
noted that all 11 bids met the criteria it had drawn up. It was not possible to reach a conclusion, so the Finnish presidency remitted the issue to the incoming German presidency.
The Council adopted conclusions on the Commission’s Communication on freight transport logistics, entitled “Freight Logistics in Europe—Key to Sustainable Mobility”. The Commission plans to present an action plan for freight transport logistics in 2007. The UK supports this initiative from the Commission and the proposal to develop an action plan and the conclusions are acceptable to us.
The Council reached a general approach on a directive on retrofitting of blind-spot mirrors to heavy goods vehicles larger than 3.5 tonnes registered in the community. The UK supports the objectives of this proposal, which extends the provisions of a type-approval directive adopted in 2003 (for new trucks) to the existing fleet. The directive will apply to lorries registered after 1 January 2000.1 was able to accept the text of the general approach, in the interest of making progress on this important matter. I joined others in calling for the Commission to consider the addition of a mirror covering the front blind spot. A statement to this effect, recording the Commission’s agreement, will be entered in the minutes.
The Commission reported on negotiations with the US on air transport. The situation was more complex now than at the previous Transport Council, since the proposed US-rule making procedure had been withdrawn. The Commission had accepted an offer of further talks in January to consider next steps. The Commission was disappointed with recent developments, but determined to make progress and to continue to work towards a balanced agreement.
The Commission reported on the agreement reached with Russia on Siberian overflights. The agreement was widely welcomed in the Council.
The Council adopted a mandate authorising the Commission to open air transport negotiations with Ukraine. The UK supports this mandate.
The Council reached a general approach on a regulation amending Regulation 1592/2002, which established a framework for aviation safety regulation built around the European Aviation Safety Agency. The text of the general approach was acceptable to the UK.
Under AOB there were reports on the EU-Russia transport dialogue and on the ministerial conference on road safety held in Verona on 3-4 November.
Agreed without debate were the following proposals, all of which were acceptable to the UK:
Regulation of the European Parliament and of the Council laying down general rules for the granting of Community financial aid in the field of trans-European transport and energy networks and amending Council Regulation (EC) No. 2236/95
Adoption of Council decision on the signing of a co-operation agreement on a civil global navigation satellite system (GNSS) between the European Community and its member states and the Kingdom of Morocco;
Adoption of a proposal for a regulation of the European Parliament and of the Council on public passenger transport services by rail and by road;
Adoption of a proposal for a regulation of the European Parliament and of the Council on common rules in the field of civil aviation security;
Adoption of a proposal for a directive of the European Parliament and of the Council establishing a framework for the approval of motor vehicles and their trailers, and of systems, components and separate technical units intended for such vehicles (“framework directive”).
Adoption of a council regulation amending Regulation (EC) No 1321/2004 on the establishment of structures for the management of the European satellite navigation programmes.
Adoption of a Council regulation amending Council Regulation (EC) No 876/2002 setting up the GALILEO Joint Undertaking.
The GNSS Agreement with Morocco was signed in the margins of the Council, and I signed for the UK.
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