Company Law Reform Bill [HL]
THIRD
MARSHALLED
LIST OF AMENDMENTS
TO BE MOVED
ON REPORT
The amendments have been marshalled in accordance with the Order of 4th May 2006, as follows—
Clauses 502 to 630
Schedule 2
Clauses 631 to 657
Schedule 3
Clauses 658 to 743
Schedule 4
Clauses 744 to 760
Schedules 5 to 7
Clauses 761 to 771
Schedule 8
Clauses 772 to 779
Schedule 9
Clauses 780 to 811 | Schedule 10
Clauses 812 to 814
Schedule 11
Clauses 815 to 836
Schedule 12
Clauses 837 to 846
Schedule 13
Clauses 847 to 858
Schedule 14
Clauses 859 to 880
Schedule 15
Clauses 881 to 884 |
[Amendments marked * are new or have been altered]
Amendment
No.
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS |
| 336 | Page 238, line 30, at end insert— |
| "( ) | The notice of the resolution must state the reasons for the proposed removal of the auditor from office." |
| | THE LORD SAINSBURY OF TURVILLE |
| 337 | Page 239, line 9, leave out from second "the" to end of line 10 and insert "auditor is using the provisions of this section to secure needless publicity for defamatory matter" |
| | THE LORD SAINSBURY OF TURVILLE |
| 338 | Page 240, line 22, leave out from "the" to end and insert "auditor is using the provisions of this section to secure needless publicity for defamatory matter" |
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS |
| 339 | Page 240, line 22, at end insert "or if it would secure needless publicity for defamatory matter" |
| 340 | Page 240, line 22, at end insert "to secure needless publicity for defamatory matter" |
| | THE LORD SAINSBURY OF TURVILLE |
| 341 | Page 241, line 19, leave out from second "the" to end of line 20 and insert "auditor is using the provisions of this section to secure needless publicity for defamatory matter" |
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS |
| 342 | Page 241, line 20, at end insert "or if it would secure needless publicity for defamatory matter" |
| 343 | Page 241, line 20, at end insert "to secure needless publicity for defamatory matter" |
| | THE LORD SAINSBURY OF TURVILLE |
| 344 | Page 242, line 40, leave out from second "the" to end of line 41 and insert "auditor is using the provisions of this section to secure needless publicity for defamatory matter" |
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS |
| 345 | Page 242, line 41, at end insert "or if it would secure needless publicity for defamatory matter" |
| 346 | Page 242, line 41, at end insert "to secure needless publicity for defamatory matter" |
| 347 | Page 243, line 10, leave out from "of" to end of line 14 and insert "any circumstances connected with his ceasing to hold office which he considers should be brought to the attention of the members or creditors of the company, or if he considers that there are no circumstances, a statement that there are none" |
| 348 | Page 243, line 15, leave out subsection (2) |
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS
THE BARONESS GOUDIE |
| 349 | Page 243, line 21, after "circumstances" insert "which he considers are" |
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS |
| 350 | Page 244, line 1, leave out "the auditor of the application" and insert— |
| (b) | every person who under section 404 is entitled to be sent copies of the accounts. |
of the application."
| | THE LORD SAINSBURY OF TURVILLE |
| 351 | Page 244, line 3, leave out from "is" to end of line 4 and insert "using the provisions of section 510 to secure needless publicity for defamatory matter" |
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS
THE BARONESS GOUDIE |
| 352 | Page 244, line 3, leave out from "is" to end of line 14 and insert "using the statement to secure needless publicity for defamatory matter" |
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS |
| 353 | Page 245, line 3, leave out "and the company" |
| 354 | Page 245, line 8, leave out "in the case of a major audit," |
| 355 | Page 245, line 10, leave out paragraph (b) |
| 356 | Page 245, line 12, leave out subsection (4) |
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS
THE BARONESS GOUDIE |
| 357 | Page 245, line 18, leave out "and the company" |
| 358 | Page 245, line 20, leave out from "time" to end of line 22 and insert "as a copy of the statement is required (under section 511) to be sent to every person who (under section 404) is entitled to be sent copies of the accounts" |
| 359 | Page 245, line 20, leave out "he" and insert "the auditor" |
| | THE LORD SAINSBURY OF TURVILLE |
| | THE LORD SAINSBURY OF TURVILLE |
| 361 | Insert the following new Clause— |
| | "Duty of auditor to notify appropriate audit authority |
| (a) | in the case of a major audit, an auditor ceases for any reason to hold office, or |
| (b) | in the case of an audit that is not a major audit, an auditor ceases to hold office before the end of his term of office, |
| | the auditor ceasing to hold office must notify the appropriate audit authority. |
| (a) | inform the appropriate audit authority that he has ceased to hold office, and |
| (b) | be accompanied by a copy of the statement deposited by him at the company's registered office in accordance with section 510. |
| (3) | If the statement so deposited is to the effect that he considers that there are no circumstances in connection with his ceasing to hold office that need to be brought to the attention of members or creditors of the company, the notice must also be accompanied by a statement of the reasons for his ceasing to hold office. |
| (4) | The auditor must comply with this section— |
| (a) | in the case of a major audit, at the same time as he deposits a statement at the company's registered office in accordance with section 510; |
| (b) | in the case of an audit that is not a major audit, at such time (not being earlier than the time mentioned in paragraph (a)) as the appropriate audit authority may require. |
| (5) | A person ceasing to hold office as auditor who fails to comply with this section commits an offence. |
| (6) | If that person is a firm an offence is committed by— |
| (b) | every officer of the firm who is in default. |
| (7) | In proceedings for an offence under this section it is a defence for the person charged to show that he took all reasonable steps and exercised all due diligence to avoid the commission of the offence. |
| (8) | A person guilty of an offence under this section is liable— |
| (a) | on conviction on indictment, to a fine; |
| (b) | on summary conviction, to a fine not exceeding the statutory maximum." |
| 362 | Insert the following new Clause— |
| | "Duty of company to notify appropriate audit authority |
| (1) | Where an auditor ceases to hold office before the end of his term of office, the company must notify the appropriate audit authority. |
| (a) | inform the appropriate audit authority that the auditor has ceased to hold office, and |
| (i) | a statement by the company of the reasons for his ceasing to hold office, or |
| (ii) | if the copy of the statement deposited by the auditor at the company's registered office in accordance with section 510 contains a statement of circumstances in connection with his ceasing to hold office that need to be brought to the attention of members or creditors of the company, a copy of that statement. |
| (3) | The company must give notice under this section not later than 14 days after the date on which the auditor's statement is deposited at the company's registered office in accordance with section 510. |
| (4) | If a company fails to comply with this section, an offence is committed by— |
| (b) | every officer of the company who is in default. |
| (5) | In proceedings for such an offence it is a defence for the person charged to show that he took all reasonable steps and exercised all due diligence to avoid the commission of the offence. |
| (6) | A person guilty of an offence under this section is liable— |
| (a) | on conviction on indictment, to a fine; |
| (b) | on summary conviction, to a fine not exceeding the statutory maximum." |
| | THE LORD SAINSBURY OF TURVILLE |
| 363 | Page 246, line 4, leave out subsection (1) and insert— |
| "(1) | The appropriate audit authority on receiving notice under section (Duty of auditor to notify appropriate audit authority) or (Duty of company to notify appropriate audit authority) of an auditor's ceasing to hold office— |
| 5 | (a) must inform the accounting authorities, and |
| 6 | (b) may if it thinks fit forward to those authorities a copy of the statement or statements accompanying the notice." |
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS
[Amendments 364 to 366 are amendments to amendment 363] |
| 364 | Line 5, leave out "authorities" and insert "authority" |
| 365 | Line 6, leave out "may if it thinks fit" and insert "must" |
| 366 | Line 6, leave out "those authorities" and insert "the accounting authority" |
| | THE BARONESS NOAKES
THE LORD HODGSON OF ASTLEY ABBOTTS |
| 367 | Page 246, line 9, leave out subsection (2) and insert— |
| "(2) | The accounting authority is any person authorised by the Secretary of State for the purposes of section 439 (revision of defective accounts: persons authorised to apply to court) or if no such person is authorised, the Secretary of State." |
| 368 | Page 246, line 14, leave out subsection (3) and insert— |
| "(3) | If the accounting authority is also the appropriate audit authority under section 513, it is not necessary to comply with this section." |
| | THE LORD SAINSBURY OF TURVILLE |
| 369 | Page 246, line 15, leave out "under section 513" |
| | THE LORD SAINSBURY OF TURVILLE |
| 370 | Insert the following new Clause— |
| | "Meaning of "appropriate audit authority" and "major audit" |
| (1) | In sections (Duty of auditor to notify appropriate audit authority), (Duty of company to notify appropriate audit authority) and 514 "appropriate audit authority" means— |
| (a) | in the case of a major audit, the Secretary of State or the body to whom the Secretary of State has delegated functions under section 846 or 847 of this Act; |
| (b) | in the case of an audit that is not a major audit, the relevant supervisory body. |
| (2) | In sections (Duty of auditor to notify appropriate audit authority) and this section "major audit" means a statutory audit conducted in respect of— |
| (a) | a company any of whose securities have been admitted to the official list (within the meaning of Part 6 of the Financial Services and Markets Act 2000 (c. 8)), or |
| (b) | any other person in whose financial condition there is a major public interest. |
| (3) | In determining whether an audit is a major audit within subsection (2)(b), regard shall be had to any guidance issued by any of the authorities mentioned in subsection (1)." |
| | THE LORD SAINSBURY OF TURVILLE |
| 371 | Page 246, line 24, leave out from beginning to "any" and insert "If an auditor ceases to hold office for any reason," |
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