Companies Act 1989

References in any provision of paragraphs 6 to 10 to rights held by a person include rights falling to be treated as held by him by virtue of any other provision of those paragraphs but not rights which by virtue of any such provision are to be treated as not held by him.

SCHEDULE 10

Part I — Amendments of the Companies Act 1985

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Part II — Amendments of Other Enactments

Betting, Gaming and Lotteries Act 1963 (c.2)

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Harbours Act 1964 (c.40)

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• (1) Section 42 of the Harbours Act 1964 (accounts and reports of statutory harbour undertakers) is amended as follows.

• (2) For subsection (2) substitute—

(2) Where a statutory harbour undertaker is a parent undertaking with subsidiary undertakings which carry on harbour activities or any associated activities, then, it shall be the duty of the company also to prepare group accounts relating to the harbour activities and associated activities carried on by it and its subsidiary undertakings.

• (3) In subsection (6) (application of provisions of the Companies Act 1985)—

• (a) in paragraph (a) for “company accounts” substitute “ individual company accounts ”;

• (b) in paragraph (c) omit the words “required to be attached to a company’s balance sheet”.

• (4) In subsection (9), for the definition of “holding company” and “subsidiary” substitute—

“parent undertaking” and “subsidiary undertaking” have the same meaning as in Part VII of the Companies Act 1985;

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Coal Industry Act 1971 (c.16)

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Aircraft and Shipbuilding Industries Act 1977 (c.3)

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Crown Agents Act 1979 (c.43)

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British Telecommunications Act 1981 (c.38)

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Transport Act 1981 (c.56)

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In section 11(4) of the Transport Act 1981, for “section 235” substitute “ section 234 ”.

Iron and Steel Act 1982 (c.25)

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In section 24(5) of the Iron and Steel Act 1982 (meaning of “directors’ report”) for the words from “which, under section 235” to the end substitute “ which is required to be prepared under section 234 of the Companies Act 1985 ”.

Oil and Pipelines Act 1985 (c.62)

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In Schedule 3 to the Oil and Pipelines Act 1985 (Oil and Pipelines Agency: financial and other provisions), in paragraph 9(2) (duty to prepare consolidated accounts) for “subsidiaries” (three times) substitute “ subsidiary undertakings ”, and at the end of that sub-paragraph add—

In this sub-paragraph “subsidiary undertaking” has the same meaning as in Part VII of the Companies Act 1985.

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Patents, Designs and Marks Act 1986 (c.39)

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In Schedule 2 to the Patents, Designs and Marks Act 1986 (service marks), in paragraph 1(2) (provisions in which reference to trade mark includes service mark) for sub-paragraph (ii) substitute—

(ii) Part I of Schedule 4 and paragraphs 5(2)(d) and 10(1)(b) and (2) of Schedule 9 (form of company balance sheets); and

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Company Directors Disqualification Act 1986 (c.46)

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• (1) The Company Directors Disqualification Act 1986 is amended as follows.

• (2) In section 3(3)(b) (default orders)—

• (a) in sub-paragraph (i) for “section 244” substitute “ section 242(4) ”, and

• (b) after that sub-paragraph insert—

(ia) section 245B of that Act (order requiring preparation of revised accounts),

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• (3) In Schedule 1, for paragraph 5 substitute—

(5) The extent of the director’s responsibility for any failure by the directors of the company to comply with— (a) section 226 or 227 of the Companies Act (duty to prepare annual accounts), or (b) section 233 of that Act (approval and signature of accounts).

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Financial Services Act 1986 (c.60)

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Banking Act 1987 (c.22)

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Income and Corporation Taxes Act 1988 (c.1)

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• (1) The Income and Corporation Taxes Act 1988 is amended as follows.

• (2) In section 180 (annual return of registered profit-related pay scheme), in subsection (3) for “section 242(3)” substitute “ section 244(3) ”.

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Dartford–Thurrock Crossing Act 1988 (c.20)

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In section 33 of the Dartford–Thurrock Crossing Act 1988 (duty to lay before Parliament copies of accounts of persons appointed to levy tolls), for subsection (2) substitute—

(2) In relation to a company “accounts” in subsection (1) means the company’s annual accounts for a financial year, together with the relevant directors’ report and the auditors’ report on those accounts. Expressions used in this subsection have the same meaning as in Part VII of the Companies Act 1985.

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SCHEDULE 11

Part I — Grant and Revocation of Recognition

Application for recognition of supervisory body

1

• (1) A supervisory body may apply to the Secretary of State for an order declaring it to be a recognised supervisory body for the purposes of this Part of this Act.

• (2) Any such application—

• (a) shall be made in such manner as the Secretary of State may direct, and

• (b) shall be accompanied by such information as the Secretary of State may reasonably require for the purpose of determining the application.

• (3) At any time after receiving an application and before determining it the Secretary of State may require the applicant to furnish additional information.

• (4) The directions and requirements given or imposed under sub-paragraphs (2) and (3) may differ as between different applications.

• (5) Any information to be furnished to the Secretary of State under this paragraph shall, if he so requires, be in such form or verified in such manner as he may specify.

• (6) Every application shall be accompanied by a copy of the applicant’s rules and of any guidance issued by the applicant which is intended to have continuing effect and is issued in writing or other legible form.

Grant and refusal of recognition

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• (1) The Secretary of State may, on an application duly made in accordance with paragraph 1 and after being furnished with all such information as he may require under that paragraph, make or refuse to make an order (a “recognition order”) declaring the applicant to be a recognised supervisory body for the purposes of this Part of this Act.

• (2) The Secretary of State shall not make a recognition order unless it appears to him, from the information furnished by the body and having regard to any other information in his possession, that the requirements of Part II of this Schedule are satisfied as respects that body.

• (3) The Secretary of State may refuse to make a recognition order in respect of a body if he considers that its recognition is unnecessary having regard to the existence of one or more other bodies which maintain and enforce rules as to the appointment and conduct of company auditors and which have been or are likely to be recognised.

• (4) Where the Secretary of State refuses an application for a recognition order he shall give the applicant a written notice to that effect specifying which requirements in the opinion of the Secretary of State are not satisfied or stating that the application is refused on the ground mentioned in sub-paragraph (3).

• (5) A recognition order shall state the date on which it takes effect.

Revocation of Recognition

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• (1) A recognition order may be revoked by a further order made by the Secretary of State if at any time it appears to him—

• (a) that any requirement of Part II of this Schedule is not satisfied in the case of the body to which the recognition order relates (“the recognised body”),

• (b) that the recognised body has failed to comply with any obligation to which it is subject by virtue of this Part of this Act, or

• (c) that the continued recognition of the body is undesirable having regard to the existence of one or more other bodies which have been or are to be recognised.

• (2) An order revoking a recognition order shall state the date on which it takes effect and that date shall not be earlier than three months after the day on which the revocation order is made.

• (3) Before revoking a recognition order the Secretary of State shall give written notice of his intention to do so to the recognised body, take such steps as he considers reasonably practicable for bringing the notice to the attention of members of the body and publish it in such manner as he thinks appropriate for bringing it to the attention of any other persons who are in his opinion likely to be affected.

• (4) A notice under sub-paragraph (3) shall state the reasons for which the Secretary of State proposes to act and give particulars of the rights conferred by sub-paragraph (5).

• (5) A body on which a notice is served under sub-paragraph (3), any member of the body and any other person who appears to the Secretary of State to be affected may within three months after the date of service or publication, or within such longer time as the Secretary of State may allow, make written representations to the Secretary of State and, if desired, oral representations to a person appointed for that purpose by the Secretary of State; and the Secretary of State shall have regard to any representations made in accordance with this sub-paragraph in determining whether to revoke the recognition order.

• (6) If in any case the Secretary of State considers it essential to do so in the public interest he may revoke a recognition order without regard to the restriction imposed by sub-paragraph (2) and notwithstanding that no notice has been given or published under sub-paragraph (3) or that the time for making representations in pursuance of such a notice has not expired.

• (7) An order revoking a recognition order may contain such transitional provisions as the Secretary of State thinks necessary or expedient.

• (8) A recognition order may be revoked at the request or with the consent of the recognised body and any such revocation shall not be subject to the restrictions imposed by sub-paragraphs (1) and (2) or the requirements of sub-paragraphs (3) to (5).

• (9) On making an order revoking a recognition order the Secretary of State shall give the body written notice of the making of the order, take such steps as he considers reasonably practicable for bringing the making of the order to the attention of members of the body and publish a notice of the making of the order in such manner as he thinks appropriate for bringing it to the attention of any other persons who are in his opinion likely to be affected.

Part II — Requirements for Recognition

Holding of appropriate qualification

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• (1) The body must have rules to the effect that a person is not eligible for appointment as a company auditor unless—

• (a) in the case of an individual, he holds an appropriate qualification;

• (b) in the case of a firm—

• (i) the individuals responsible for company audit work on behalf of the firm hold an appropriate qualification, and

• (ii) the firm is controlled by qualified persons (see paragraph 5 below).

• (2) This does not prevent the body from imposing more stringent requirements.

• (3) A firm which has ceased to comply with the conditions mentioned in sub-paragraph (1)(b) may be permitted to remain eligible for appointment as a company auditor for a period of not more than three months.

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• (1) The following provisions explain what is meant in paragraph 4(1)(b)(ii) by a firm being “controlled by qualified persons”.

• (2) For this purpose references to a person being qualified are, in relation to an individual, to his holding an appropriate qualification, and in relation to a firm, to its being eligible for appointment as a company auditor.

• (3) A firm shall be treated as controlled by qualified persons if, and only if—

• (a) a majority of the members of the firm are qualified persons, and

• (b) where the firm’s affairs are managed by a board of directors, committee or other management body, a majority of the members of that body are qualified persons or, if the body consists of two persons only, at least one of them is a qualified person.

• (4) A majority of the members of a firm means—

• (a) where under the firm’s constitution matters are decided apon by the exercise of voting rights, members holding a majority of the rights to vote on all, or substantially all, matters;

• (b) in any other case, members having such rights under the constitution of the firm as enable them to direct its overall policy or alter its constitution.

• (5) A majority of the members of the management body of a firm means—

• (a) where matters are decided at meetings of the management body by the exercise of voting rights, members holding a majority of the rights to vote on all, or substantially all, matters at such meetings;

• (b) in any other case, members having such rights under the constitution of the firm as enable them to direct its overall policy or alter its constitution.

• (6) The provisions of paragraphs 5 to 11 of Schedule 10A to the Companies Act 1985 (rights to be taken into account and attribution of rights) apply for the purposes of this paragraph.

Auditors to be fit and proper persons

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• (1) The body must have adequate rules and practices designed to ensure that the persons eligible under its rules for appointment as a company auditor are fit and proper persons to be so appointed.

• (2) The matters which the body may take into account for this purpose in relation to a person must include—

• (a) any matter relating to any person who is or will be employed by or associated with him for the purposes of or in connection with company audit work; and

• (b) in the case of a body corporate, any matter relating to any director or controller of the body, to any other body corporate in the same group or to any director or controller of any such other body; and

• (c) in the case of a partnership, any matter relating to any of the partners, any director or controller of any of the partners, any body corporate in the same group as any of the partners and any director or controller of any such other body.

• (3) In sub-paragraph (2)(b) and (c) “controller”, in relation to a body corporate, means a person who either alone or with any associate or associates is entitled to exercise or control the exercise of 15 per cent. or more of the rights to vote on all, or substantially all, matters at general meetings of the body or another body corporate of which it is a subsidiary.

Professional integrity and independence

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• (1) The body must have adequate rules and practices designed to ensure—

• (a) that company audit work is conducted properly and with integrity, and

• (b) that persons are not appointed company auditor in circumstances in which they have any interest likely to conflict with the proper conduct of the audit.

• (1A) The body must participate in arrangements within paragraph 17, and the rules and practices mentioned in sub-paragraph (1) above must include provision requiring compliance with any standards for the time being determined under such arrangements.

• (2) The body must also have adequate rules and practices designed to ensure that no firm is eligible under its rules for appointment as a company auditor unless the firm has arrangements to prevent—

• (a) individuals who do not hold an appropriate qualification, and

• (b) persons who are not members of the firm,

from being able to exert any influence over the way in which an audit is conducted in circumstances in which that influence would be likely to affect the independence or integrity of the audit.

Technical standards

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• (1) The body must have rules and practices as to the technical standards to be applied in company audit work and as to the manner in which those standards are to be applied in practice.

• (2) The body must participate in arrangements within paragraph 18, and the rules and practices mentioned in sub-paragraph (1) above must include provision requiring compliance with any standards for the time being determined under such arrangements.

Procedures for maintaining competence

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The body must have rules and practices designed to ensure that persons eligible under its rules for appointment as a company auditor continue to maintain an appropriate level of competence in the conduct of company audits.

Monitoring and enforcement

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• (1) The body must have adequate arrangements and resources for the effective monitoring and enforcement of compliance with its rules.

• (2) The arrangements for monitoring may make provision for that function to be performed on behalf of the body (and without affecting its responsibility) by any other body or person who is able and willing to perform it.

Independent monitoring of audits of listed and other major companies

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• (1) The body must—

• (a) participate in arrangements within paragraph 19(1), and

• (b) have rules designed to ensure that members of the body who perform any company audit functions in respect of major audits take such steps as may be reasonably required of them to enable their performance of any such functions to be monitored by means of inspections carried out under the arrangements.

• (2) Any monitoring of such persons under the arrangements is to be regarded (so far as their performance of company audit functions in respect of major audits is concerned) as monitoring of compliance with the body’s rules for the purposes of paragraph 10(1).

• (3) In this paragraph “company audit function” and “major audit” have the same meaning as in paragraph 19.

Membership, eligibility and discipline

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The rules and practices of the body relating to—

• (a) the admission and expulsion of members,

• (b) the grant and withdrawal of eligibility for appointment as a company auditor, and

• (c) the discipline it exercises over its members,

must be fair and reasonable and include adequate provision for appeals.

Investigation of complaints

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• (1) The body must have effective arrangements for the investigation of complaints—

• (a) against persons who are eligible under its rules to be appointed company auditor, or

• (b) against the body in respect of matters arising out of its functions as a supervisory body.

• (2) The arrangements may make provision for the whole or part of that function to be performed by and to be the responsibility of a body or person independent of the body itself.

Independent investigation for disciplinary purposes of public interest cases

12A

• (1) The body must—

• (a) participate in arrangements within paragraph 20(1), and

• (b) have rules and practices designed to ensure that, where the designated persons have decided that any particular disciplinary action should be taken against a member of the body following the conclusion of an investigation under such arrangements, that decision is to be treated as if it were a decision made by the body in disciplinary proceedings against the member.

• (2) In sub-paragraph (1) “the designated persons” means the persons who, under the arrangements, have the function of deciding whether (and, if so, what) disciplinary action should be taken against a member of the body in the light of an investigation carried out under the arrangements.

Meeting of claims arising out of audit work

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• (1) The body must have adequate rules or arrangements designed to ensure that persons eligible under its rules for appointment as a company auditor take such steps as may reasonably be expected of them to secure that they are able to meet claims against them arising out of company audit work.

• (2) This may be achieved by professional indemnity insurance or other appropriate arrangements.

Register of auditors and other information to be made available

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The body must have rules requiring persons eligible under its rules for appointment as a company auditor to comply with any obligations imposed on them by regulations under section 35 or 36.

Taking account of costs of compliance

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The body must have satisfactory arrangements for taking account, in framing its rules, of the cost to those to whom the rules would apply of complying with those rules and any other controls to which they are subject.

Promotion and maintenance of standards

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The body must be able and willing to promote and maintain high standards of integrity in the conduct of company audit work and to co-operate, by the sharing of information and otherwise, with the Secretary of State and any other authority, body or person having responsibility in the United Kingdom for the qualification, supervision or regulation of auditors.

Part 3 — Arrangements in which supervisory bodies are required to participate

Arrangements for setting standards relating to professional integrity and independence

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The arrangements referred to in paragraph 7(1A) are appropriate funded arrangements—

• (a) for the determining of standards for the purposes of the rules and practices mentioned in paragraph 7(1), and

• (b) for ensuring that the determination of those standards is done independently of the body.

Arrangements for setting technical standards

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The arrangements referred to in paragraph 8(2) are appropriate funded arrangements—

• (a) for the determining of standards for the purposes of the rules and practices mentioned in paragraph 8(1), and

• (b) for ensuring that the determination of those standards is done independently of the body.

Arrangements for independent monitoring of audits of listed and other major companies

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• (1) The arrangements referred to in paragraph 10A(1) are appropriate funded arrangements—

• (a) for enabling the performance by members of the body of company audit functions in respect of major audits to be monitored by means of inspections carried out under the arrangements, and

• (b) for ensuring that the carrying out of such monitoring and inspections is done independently of the body.

• (2) In this paragraph—

• “company audit function” means any function performed as a company auditor;

• “major audit” means an audit conducted in respect of—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), orany other company in whose financial condition there is a major public interest.

Arrangements for independent investigation for disciplinary purposes of public interest cases

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• (1) The arrangements referred to in paragraph 12A(1) are appropriate funded arrangements—

• (a) for the carrying out of investigations into public interest cases arising in connection with the performance of company audit functions by members of the body,

• (b) for the holding of disciplinary hearings relating to members of the body which appear to be desirable following the conclusion of such investigations,

• (c) for requiring such hearings to be held in public except where the interests of justice otherwise require,

• (d) for the persons before whom such hearings have taken place to decide whether (and, if so, what) disciplinary action should be taken against the members to whom the hearings related, and

• (e) for ensuring that the carrying out of those investigations, the holding of those hearings, and the taking of those decisions are done independently of the body.

• (2) In this paragraph—

• “company audit function” means any function performed as a company auditor;

• “public interest cases” means matters which raise or appear to raise important issues affecting the public interest.

Supplementary: arrangements to operate independently of body

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• (1) This paragraph applies for the purposes of—

• paragraph 17(b),

• paragraph 18(b),

• paragraph 19(1)(b), or

• paragraph 20(1)(e).

• (2) Arrangements cannot be regarded as appropriate for the purpose of ensuring that the thing or things mentioned in that provision is or are done independently of the body unless they are designed to ensure that the body—

• (a) will have no involvement in the appointment or selection of any of the persons who are to be responsible for doing the thing or things in question, and

• (b) will not otherwise be involved in the doing of that thing or those things.

• (3) Sub-paragraph (2) imposes a minimum requirement and does not preclude the possibility that additional criteria may need to be satisfied in order for the arrangements to be regarded as appropriate for the purpose in question.

Supplementary: “funded” arrangements etc.

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• (1) For the purposes of any of paragraphs 17, 18, 19 and 20, arrangements are “funded”arrangements if, in the event of their providing for the payment of costs of maintaining the arrangements, such costs are to be paid by the body in accordance with the arrangements.

• (2) Arrangements can qualify as arrangements within any of paragraphs 17, 18, 19(1) and 20(1) even though the matters for which they provide are more extensive in any respect than those mentioned in that provision.

SCHEDULE 12

Part I — Grant and Revocation of Recognition

Application for recognition of professional qualification

1

• (1) A qualifying body may apply to the Secretary of State for an order declaring a qualification offered by it to be a recognised professional qualification for the purposes of this Part of this Act.

• (2) Any such application—

• (a) shall be made in such manner as the Secretary of State may direct, and

• (b) shall be accompanied by such information as the Secretary of State may reasonably require for the purpose of determining the application.

• (3) At any time after receiving an application and before determining it the Secretary of State may require the applicant to furnish additional information.

• (4) The directions and requirements given or imposed under sub-paragraphs (2) and (3) may differ as between different applications.

• (5) Any information to be furnished to the Secretary of State under this section shall, if he so requires, be in such form or verified in such manner as he may specify.

In the case of examination standards, the verification required may include independent moderation of the examinations over such period as the Secretary of State considers necessary.

• (6) Every application shall be accompanied by a copy of the applicant’s rules and of any guidance issued by it which is intended to have continuing effect and is issued in writing or other legible form.

Grant and refusal of recognition

2

• (1) The Secretary of State may, on an application duly made in accordance with paragraph 1 and after being furnished with all such information as he may require under that paragraph, make or refuse to make an order (a “recognition order”) declaring the qualification in respect of which the application was made to be a recognised professional qualification for the purposes of this Part of this Act.

In this Part of this Act a “recognised qualifying body” means a qualifying body offering a recognised professional qualification.

• (2) The Secretary of State shall not make a recognition order unless it appears to him, from the information furnished by the applicant and having regard to any other information in his possession, that the requirements of Part II of this Schedule are satisfied as respects the qualification.

• (3) Where the Secretary of State refuses an application for a recognition order he shall give the applicant a written notice to that effect specifying which requirements, in his opinion, are not satisfied.

• (4) A recognition order shall state the date on which it takes effect.

Revocation of recognition

3

• (1) A recognition order may be revoked by a further order made by the Secretary of State if at any time it appears to him—

• (a) that any requirement of Part II of this Schedule is not satisfied in relation to the qualification to which the recognition order relates, or

• (b) that the qualifying body has failed to comply with any obligation to which it is subject by virtue of this Part of this Act.

• (2) An order revoking a recognition order shall state the date on which it takes effect and that date shall not be earlier than three months after the day on which the revocation order is made.

• (3) Before revoking a recognition order the Secretary of State shall give written notice of his intention to do so to the qualifying body, take such steps as he considers reasonably practicable for bringing the notice to the attention of persons holding the qualification or in the course of studying for it and publish it in such manner as he thinks appropriate for bringing it to the attention of any other persons who are in his opinion likely to be affected.

• (4) A notice under sub-paragraph (3) shall state the reasons for which the Secretary of State proposes to act and give particulars of the rights conferred by sub-paragraph (5).

• (5) A body on which a notice is served under sub-paragraph (3), any person holding the qualification or in the course of studying for it and any other person who appears to the Secretary of State to be affected may within three months after the date of service or publication, or within such longer time as the Secretary of State may allow, make written representations to the Secretary of State and, if desired, oral representations to a person appointed for that purpose by the Secretary of State; and the Secretary of State shall have regard to any representations made in accordance with this subsection in determining whether to revoke the recognition order.

• (6) If in any case the Secretary of State considers it essential to do so in the public interest he may revoke a recognition order without regard to the restriction imposed by sub-paragraph (2) and notwithstanding that no notice has been given or published under sub-paragraph (3) or that the time for making representations in pursuance of such a notice has not expired.

• (7) An order revoking a recognition order may contain such transitional provisions as the Secretary of State thinks necessary or expedient.

• (8) A recognition order may be revoked at the request or with the consent of the qualifying body and any such revocation shall not be subject to the restrictions imposed by sub-paragraphs (1) and (2) or the requirements of sub-paragraphs (3) to (5).

• (9) On making an order revoking a recognition order the Secretary of State shall give the qualifying body written notice of the making of the order, take such steps as he considers reasonably practicable for bringing the making of the order to the attention of persons holding the qualification or in the course of studying for it and publish a notice of the making of the order in such manner as he thinks appropriate for bringing it to the attention of any other persons who are in his opinion likely to be affected.

Part II — Requirements for Recognition

Entry requirements

4

• (1) The qualification must only be open to persons who have attained university entrance level or have a sufficient period of professional experience.

• (2) In relation to a person who has not been admitted to a university or other similar establishment in the United Kingdom, attaining university entrance level means—

• (a) being educated to such a standard as would entitle him to be considered for such admission on the basis of—

• (i) academic or professional qualifications obtained in the United Kingdom and recognised by the Secretary of State to be of an appropriate standard, or

• (ii) academic or professional qualifications obtained outside the United Kingdom which the Secretary of State considers to be of an equivalent standard; or

• (b) being assessed on the basis of written tests of a kind appearing to the Secretary of State to be adequate for the purpose, with or without oral examination, as of such a standard of ability as would entitle him to be considered for such admission.

• (3) The assessment, tests and oral examination referred to in sub-paragraph (2)(b) may be conducted by the qualifying body or by some other body approved by the Secretary of State.

Course of theoretical instruction

5

The qualification must be restricted to persons who have completed a course of theoretical instruction in the subjects prescribed for the purposes of paragraph 7 or have a sufficient period of professional experience.

Sufficient period of professional experience

6

• (1) The references in paragraphs 4 and 5 to a sufficient period of professional experience are to not less than seven years’ experience in a professional capacity in the fields of finance, law and accountancy.

• (2) Periods of theoretical instruction in the fields of finance, law and accountancy may be deducted from the required period of professional experience, provided the instruction—

• (a) lasted at least one year, and

• (b) is attested by an examination recognised by the Secretary of State for the purposes of this paragraph;

but the period of professional experience may not be so reduced by more than four years.

• (3) The period of professional experience together with the practical training required in the case of persons satisfying the requirement in paragraph 5 by virtue of having a sufficient period of professional experience must not be shorter than the course of theoretical instruction referred to in that paragraph and the practical training required in the case of persons satisfying the requirement of that paragraph by virtue of having completed such a course.

Examination

7

• (1) The qualification must be restricted to persons who have passed an examination (at least part of which is in writing) testing—

• (a) theoretical knowledge of the subjects prescribed for the purposes of this paragraph by regulations made by the Secretary of State, and

• (b) ability to apply that knowledge in practice,

and requiring a standard of attainment at least equivalent to that required to obtain a degree from a university or similar establishment in the United Kingdom.

• (2) The qualification may be awarded to a person without his theoretical knowledge of a subject being tested by examination if he has passed a university or other examination of equivalent standard in that subject or holds a university degree or equivalent qualification in it.

• (3) The qualification may be awarded to a person without his ability to apply his theoretical knowledge of a subject in practice being tested by examination if he has received practical training in that subject which is attested by an examination or diploma recognised by the Secretary of State for the purposes of this paragraph.

• (4) Regulations under this paragraph shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

Practical training

8

• (1) The qualification must be restricted to persons who have completed at least three years’ practical training of which—

• (a) part was spent being trained in company audit work, and

• (b) a substantial part was spent being trained in company audit work or other audit work of a description approved by the Secretary of State as being similar to company audit work.

For this purpose “company audit work” includes the work of a person appointed as auditor under the Companies (Northern Ireland) Order 1986 or under the law of a country or territory outside the United Kingdom where it appears to the Secretary of State that the law and practice with respect to the audit of company accounts is similar to that in the United Kingdom.

• (2) The training must be given by persons approved by the body offering the qualification as persons as to whom the body is satisfied, in the light of undertakings given by them and the supervision to which they are subject (whether by the body itself or some other body or organisation), that they will provide adequate training.

• (3) At least two-thirds of the training must be given by a fully-qualified auditor, that is, a person—

• (a) eligible in accordance with this Part of this Act to be appointed as a company auditor, or

• (b) satisfying the corresponding requirements of the law of Northern Ireland or another member State of the European Economic Community.

The body offering the qualification

9

• (1) The body offering the qualification must have—

• (a) rules and arrangements adequate to ensure compliance with the requirements of paragraphs 4 to 8, and

• (b) adequate arrangements for the effective monitoring of its continued compliance with those requirements.

• (2) The arrangements must include arrangements for monitoring the standard of its examinations and the adequacy of the practical training given by the persons approved by it for that purpose.

SCHEDULE 13

Operation of this Schedule

1

• (1) This Schedule has effect in relation to a body designated by an order under section 46 as follows—

• (a) paragraphs 2 to 12 have effect in relation to the body where it is established by the order;

• (b) paragraphs 2 and 6 to 11 have effect in relation to the body where it is an existing body (see section 46(1A)(b)); and

• (c) paragraph 13 has effect in relation to the body where it is an existing body that is an unincorporated association.

• (2) In their operation in accordance with sub-paragraph (1)(b), paragraphs 2 and 6 apply only in relation to—

• (a) things done by or in relation to the body in or in connection with the exercise of functions transferred to it by the order, and

• (b) functions of the body which are functions so transferred.

• (3) Any power conferred by this Schedule to make provision by order is a power to make provision by an order under section 46.

Status

2

The body shall not be regarded as acting on behalf of the Crown and its members, officers and employees shall not be regarded as Crown servants.

Name, members and chairman

3

• (1) The body shall be known by such name as may be specified in the delegation order.

• (2) The body shall consist of such persons (not being less than eight) as the Secretary of State may appoint after such consultation as he thinks appropriate; and the chairman of the body shall be such person as the Secretary of State may appoint from amongst its members.

• (3) The Secretary of State may make provision by order as to the terms on which the members of the body are to hold and vacate office and as to the terms on which a person appointed as chairman is to hold and vacate the office of chairman.

Financial provisions

4

• (1) The body shall pay to its chairman and members such remuneration, and such allowances in respect of expenses properly incurred by them in the performance of their duties, as the Secretary of State may determine.

• (2) As regards any chairman or member in whose case the Secretary of State so determines, the body shall pay or make provision for the payment of—

• (a) such pension, allowance or gratuity to or in respect of that person on his retirement or death, or

• (b) such contributions or other payment towards the provision of such a pension, allowance or gratuity,

as the Secretary of State may determine.

• (3) Where a person ceases to be a member of the body otherwise than on the expiry of his term of office and it appears to the Secretary of State that there are special circumstances which make it right for him to receive compensation, the body shall make a payment to him by way of compensation of such amount as the Secretary of State may determine.

Proceedings

5

• (1) The delegation order may contain such provision as the Secretary of State considers appropriate with respect to the proceedings of the body.

• (2) The order may, in particular—

• (a) authorise the body to discharge any functions by means of committees consisting wholly or partly of members of the body;

• (b) provide that the validity of proceedings of the body, or of any such committee, is not affected by any vacancy among the members or any defect in the appointment of any member.

Fees

6

• (1) The body may retain fees payable to it.

• (2) The fees shall be applied for meeting the expenses of the body in discharging its functions and for any purposes incidental to those functions.

• (3) Those expenses include any expenses incurred by the body on such staff, accommodation, services and other facilities as appear to it to be necessary or expedient for the proper performance of its functions.

• (4) In prescribing the amount of fees in the exercise of the functions transferred to it the body shall prescribe such fees as appear to it sufficient to defray those expenses, taking one year with another.

• (5) Any exercise by the body of the power to prescribe fees requires the approval of the Secretary of State; and the Secretary of State may, after consultation with the body, by order vary or revoke any regulations made by it prescribing fees.

Legislative functions

7

• (1) Regulations made by the body in the exercise of the functions transferred to it shall be made by instrument in writing, but not by statutory instrument.

• (2) The instrument shall specify the provision of this Part of this Act under which it is made.

• (3) The Secretary of State may by order impose such requirements as he thinks necessary or expedient as to the circumstances and manner in which the body must consult on any regulations it proposes to make.

8

• (1) Immediately after an instrument is made it shall be printed and made available to the public with or without payment.

• (2) A person shall not be taken to have contravened any regulation if he shows that at the time of the alleged contravention the instrument containing the regulation had not been made available as required by this paragraph.

9

• (1) The production of a printed copy of an instrument purporting to be made by the body on which is endorsed a certificate signed by an officer of the body authorised by it for the purpose and stating—

• (a) that the instrument was made by the body,

• (b) that the copy is a true copy of the instrument, and

• (c) that on a specified date the instrument was made available to the public as required by paragraph 8,

is prima facie evidence or, in Scotland, sufficient evidence of the facts stated in the certificate.

• (2) A certificate purporting to be signed as mentioned in sub-paragraph (1) shall be deemed to have been duly signed unless the contrary is shown.

• (3) Any person wishing in any legal proceedings to cite an instrument made by the body may require the body to cause a copy of it to be endorsed with such a certificate as is mentioned in this paragraph.

Report and accounts

10

• (1) The body shall at least once in each year for which the delegation order is in force make a report to the Secretary of State on the discharge of the functions transferred to it and on such other matters as the Secretary of State may by order require.

• (2) The Secretary of State shall lay before Parliament copies of each report received by him under this paragraph.

• (2A) The following provisions of this paragraph apply as follows—

• (a) sub-paragraphs (3) and (4) apply only where the body is established by the order, and

• (b) sub-paragraphs (5) and (6) apply only where the body is an existing body.

• (3) The Secretary of State may, with the consent of the Treasury, give directions to the body with respect to its accounts and the audit of its accounts and it is the duty of the body to comply with the directions.

• (4) A person shall not be appointed auditor of the body unless he is eligible for appointment as a company auditor under section 25.

• (5) Unless the body is a company to which section 226 of the Companies Act 1985 (duty to prepare individual company accounts) applies—

• (a) the Secretary of State may, with the consent of the Treasury, give directions to the body with respect to its accounts and the audit of its accounts, and

• (b) it is the duty of the body to comply with the directions.

• (6) Whether or not the body is a company to which section 226 of the Companies Act 1985 applies—

• (a) the Secretary of State may give directions to the body providing that any provisions of that Act specified in the directions are to apply to the body, with or without any modifications so specified, and

• (b) it is the duty of the body to comply with the directions.

Other supplementary provisions

11

• (1) The transfer of a function to a body designated by a delegation order does not affect anything previously done in the exercise of the function transferred; and the resumption of a function so transferred does not affect anything previously done in exercise of the function resumed.

• (2) The Secretary of State may by order make such transitional and other supplementary provision as he thinks necessary or expedient in relation to the transfer or resumption of a function.

• (3) The provision that may be made in connection with the transfer of a function includes, in particular, provision—

• (a) for modifying or excluding any provision of this Part of this Act in its application to the function transferred;

• (b) for applying to the body designated by the delegation order, in connection with the function transferred, any provision applying to the Secretary of State which is contained in or made under any other enactment;

• (c) for the transfer of any property, rights or liabilities from the Secretary of State to that body;

• (d) for the carrying on and completion by that body of anything in process of being done by the Secretary of State when the order takes effect;

• (e) for the substitution of that body for the Secretary of State in any instrument, contract or legal proceedings.

• (4) The provision that may be made in connection with the resumption of a function includes, in particular, provision—

• (a) for the transfer of any property, rights or liabilities from that body to the Secretary of State;

• (b) for the carrying on and completion by the Secretary of State of anything in process of being done by that body when the order takes effect;

• (c) for the substitution of the Secretary of State for that body in any instrument, contract or legal proceedings.

12

Where a delegation order is revoked, the Secretary of State may by order make provision—

• (a) for the payment of compensation to persons ceasing to be employed by the body established by the delegation order; and

• (b) as to the winding up and dissolution of the body.

13

• (1) This paragraph applies where the body is an unincorporated association.

• (2) Any relevant proceedings may be brought by or against the body in the name of any body corporate whose constitution provides for the establishment of the body.

• (3) In sub-paragraph (2) “relevant proceedings” means proceedings brought in or in connection with the exercise of any transferred function.

• (4) In relation to proceedings brought as mentioned in sub-paragraph (2), any reference in paragraph 11(3)(e) or (4)(c) to the body replacing or being replaced by the Secretary of State in any legal proceedings is to be read with the appropriate modifications.

SCHEDULE 14

Part I — Prevention of restrictive practices

Refusal of recognition on grounds related to competition

1

• (1) The Secretary of State shall before deciding whether to make a recognition order in respect of a supervisory body or professional qualification send to the Office of Fair Trading (in this Schedule referred to as “the OFT”) a copy of the rules and of any guidance which the Secretary of State is required to consider in making that decision together with such other information as the Secretary of State considers will assist the OFT.

• (2) The OFT shall consider whether the rules or guidance have, or are intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition, and shall report to the Secretary of State; and the Secretary of State shall have regard to its report in deciding whether to make a recognition order.

• (3) The Secretary of State shall not make a recognition order if it appears to him that the rules and any guidance of which copies are furnished with the application have, or are intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition, unless it appears to him that the effect is reasonably justifiable having regard to the purposes of this Part of this Act.

Notification of changes to rules or guidance

2

• (1) Where a recognised supervisory or qualifying body amends, revokes or adds to its rules or guidance in a manner which may reasonably be regarded as likely—

• (a) to restrict, distort or prevent competition to any significant extent, or

• (b) otherwise to affect the question whether the recognition order granted to the body should continue in force,

it shall within seven days give the Secretary of State written notice of the amendment, revocation or addition.

• (2) Notice need not be given under sub-paragraph (1) of the revocation of guidance not intended to have continuing effect or issued otherwise than in writing or other legible form, or of any amendment or addition to guidance which does not result in or consist of guidance which is intended to have continuing effect and is issued in writing or other legible form.

Continuing scrutiny by the Director General of Fair Trading

3

• (1) The OFT shall keep under review the rules made or guidance issued by a recognised supervisory or qualifying body, and if it is of the opinion that any rules or guidance of such a body have, or are intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition, it shall report its opinion to the Secretary of State, stating what in its opinion the effect is or is likely to be.

• (2) The Secretary of State shall send to the OFTcopies of any notice received by him under paragraph 2, together with such other information as he considers will assist the OFT.

• (3) The OFT may report to the Secretary of State its opinion that any matter mentioned in such a notice does not have, and is not intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition.

• (4) The OFT may from time to time consider whether—

• (a) any practices of a recognised supervisory or qualifying body in its capacity as such, or

• (b) any relevant practices required or contemplated by the rules or guidance of such a body or otherwise attributable to its conduct in its capacity as such,

have, or are intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition and, if so, what that effect is or is likely to be; and if it is of that opinion it shall make a report to the Secretary of State stating its opinion and what the effect is or is likely to be.

• (5) The practices relevant for the purposes of sub-paragraph (4)(b) in the case of a recognised supervisory body are practices engaged in for the purposes of, or in connection with, appointment as a company auditor or the conduct of company audit work by persons who—

• (a) are eligible under its rules for appointment as a company auditor, or

• (b) hold an appropriate qualification and are directors or other officers of bodies corporate which are so eligible or partners in, or employees of, partnerships which are so eligible.

• (6) The practices relevant for the purposes of sub-paragraph (4)(b) in the case of a recognised qualifying body are—

• (a) practices engaged in by persons in the course of seeking to obtain a recognised professional qualification from that body, and

• (b) practices engaged in by persons approved by the body for the purposes of giving practical training to persons seeking such a qualification and which relate to such training.

Investigatory powers of the Director

4

• (1) The following powers are exercisable by the OFT for the purpose of investigating any matter in connection with its functions under paragraph 1or 3.

• (2) The OFT may by a notice in writing require any person to produce, at a time and place specified in the notice, to the OFT or to any person appointed by it for the purpose, any documents which are specified or described in the notice and which are documents in his custody or under his control and relating to any matter relevant to the investigation.

• (3) The OFT may by a notice in writing require any person to furnish to the OFT such information as may be specified or described in the notice, and specify the time within which and the manner and form in which any such information is to be furnished.

• (4) A person shall not under this paragraph be required to produce any document or disclose any information which he would be entitled to refuse to produce or disclose on grounds of legal professional privilege in proceedings in the High Court or on the grounds of confidentiality as between client and professional legal adviser in proceedings in the Court of Session.

• (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Enforcement

4A

• (1) The court may, on an application by the OFT, enquire into whether any person (“the defaulter”) has refused or otherwise failed, without reasonable excuse, to comply with a notice under paragraph 4.

• (2) An application under sub-paragraph (1) shall include details of the possible failure which the OFT considers has occurred.

• (3) In enquiring into a case under sub-paragraph (1), the court shall hear any witness who may be produced against or on behalf of the defaulter and any statement which may be offered in defence.

• (4) Sub-paragraphs (5) and (6) apply where the court is satisfied, after hearing any witnesses and statements as mentioned in sub-paragraph (3), that the defaulter has refused or otherwise failed, without reasonable excuse, to comply with the notice under paragraph 4.

• (5) The court may punish the defaulter as it would have been able to punish him had he been guilty of contempt of court.

• (6) Where the defaulter is a body corporate, the court may punish any director or officer of the defaulter as it would have been able to punish that director or officer had the director or officer been guilty of contempt of court.

• (6A) Where the defaulter is a partnership constituted under the law of Scotland, the court may punish any partner of the defaulter as it would have been able to punish him had he been guilty of contempt of court.

• (7) In this section “the court”—

• (a) in relation to England and Wales, means the High Court, and

• (b) in relation to Scotland, means the Court of Session.

4B

• (1) A person commits an offence if he intentionally alters, suppresses or destroys a document which he has been required to produce by a notice under paragraph 4.

• (2) A person who commits an offence under sub-paragraph (1) shall be liable—

• (a) on summary conviction, to a fine not exceeding the statutory maximum;

• (b) on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine or to both.

Publication of Director’s reports

5

• (1) The OFT may, if it thinks fit, publish any report made by it under paragraph 1 or 3.

• (2) It shall exclude from a published report, so far as practicable, any matter which relates to the affairs of a particular person (other than the supervisory or qualifying body concerned) the publication of which would or might in its opinion seriously and prejudicially affect the interests of that person.

Powers exercisable by the Secretary of State in consequence of report

6

• (1) The powers conferred by this section are exercisable by the Secretary of State if, having received and considered a report from the OFT under paragraph 3(1) or (4), it appears to him that—

• (a) any rules made or guidance issued by a recognised supervisory or qualifying body, or

• (b) any such practices as are mentioned in paragraph 3(4),

have, or are intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition and that that effect is greater than is reasonably justifiable having regard to the purposes of this Part of this Act.

• (2) The powers are—

• (a) to revoke the recognition order granted to the body concerned,

• (b) to direct it to take specified steps for the purpose of securing that the rules, guidance or practices in question do not have the effect mentioned in sub-paragraph (1), and

• (c) to make alterations in the rules of the body for that purpose.

• (3) The provisions of paragraph 3(2) to (5), (7) and (9) of Schedule 11 or, as the case may be, Schedule 12 have effect in relation to the revocation of a recognition order under sub-paragraph (2)(a) above as they have effect in relation to the revocation of such an order under that Schedule.

• (4) Before the Secretary of State exercises the power conferred by sub-paragraph (2)(b) or (c) above he shall—

• (a) give written notice of his intention to do so to the body concerned and take such steps (whether by publication or otherwise) as he thinks appropriate for bringing the notice to the attention of any other person who in his opinion is likely to be affected by the exercise of the power, and

• (b) have regard to any representation made within such time as he considers reasonable by the body or any such other person.

• (5) A notice under sub-paragraph (4) shall give particulars of the manner in which the Secretary of State proposes to exercise the power in question and state the reasons for which he proposes to act; and the statement of reasons may include matters contained in any report received by him under paragraph 4.

Supplementary provisions

7

• (1) A direction under paragraph 6 is, on the application of the Secretary of State, enforceable by injunction or, in Scotland, by an order under section 45 of the Court of Session Act 1988.

• (2) The fact that any rules made by a recognised supervisory or qualifying body have been altered by the Secretary of State, or pursuant to a direction of the Secretary of State, under paragraph 6 does not preclude their subsequent alteration or revocation by that body.

• (3) In determining for the purposes of this Part of this Schedule whether any guidance has, or is likely to have, any particular effect the Secretary of State and the OFT may assume that the persons to whom it is addressed will act in conformity with it.

Part II — Consequential Exemptions from Competition Law

Fair Trading Act 1973 (c. 41)

8

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

The Competition Act 1998

9

• (1) The Chapter I prohibition does not apply to an agreement for the constitution of a recognised supervisory or qualifying body to the extent to which it relates to—

• (a) rules of, or guidance issued by, the body; and

• (b) incidental matters connected with the rules or guidance.

• (2) The Chapter I prohibition does not apply to an agreement the parties to which consist of or include—

• (a) a recognised supervisory or qualifying body, or

• (b) any person mentioned in paragraph 3(5) or (6) above,

to the extent to which the agreement consists of provisions the inclusion of which in the agreement is required or contemplated by the rules or guidance of that body.

• (3) The Chapter I prohibition does not apply to the practices mentioned in paragraph 3(4)(a) and (b) above.

• (4) Where a recognition order is revoked, sub-paragraphs (1) to (3) above are to continue to apply for a period of six months beginning with the day on which the revocation takes effect, as if the order were still in force.

• (5) In this paragraph—

• (a) “the Chapter I prohibition” means the prohibition imposed by section 2(1) of the Competition Act 1998,

• (b) references to an agreement are to be read as applying equally to, or in relation to, a decision or concerted practice,

and expressions used in this paragraph which are also used in Part I of the Competition Act 1998 are to be interpreted in the same way as for the purposes of that Part of that Act.

• (6) In the application of this paragraph to decisions and concerted practices, references to provisions of an agreement are to be read as references to elements of a decision or concerted practice.

Competition Act 1980 (c. 21)

10

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 15

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 16

Land Charges Act 1972 (c. 61)

1

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Companies Act 1985 (c. 6)

1A

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Insolvency Act 1986 (c. 45)

3

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Company Directors Disqualification Act 1986 (c. 46)

4

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 17

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 18

Coal Industry Nationalisation Act 1946 (c. 59)

1

In Schedule 2A to the Coal Industry Nationalisation Act 1946 (eligibility for superannuation benefits), in the definition of “subsidiary” in paragraph 5 of the Table, for “section 154 of the Companies Act 1948” substitute “section 736 of the Companies Act 1985”.

Electricity Act 1947 (c. 54)

2

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Landlord and Tenant Act 1954 (c. 56)

3

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transport Act 1962 (c. 46)

4

In the Transport Act 1946, in the definition of “subsidiary” in section 92(1) (interpretation) omit the words “(taking references in that section to a company as being references to a body corporate)”.

Harbours Act 1964 (c. 40)

5

In section 57(1) of the Harbours Act 1964 (interpretation), in the definition of “marine work” for “section 154 of the Companies Act 1948” substitute “ section 736 of the Companies Act 1985 ”.

General Rate Act 1967 (c. 9)

6

In section 32A of the General Rate Act 1967 (rateable premises of Transport Boards), in the definition of “subsidiary” in subsection (6) omit the words “(taking references in that section to a company as being references to a body corporate)”.

Transport Act 1968 (c. 73)

7

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Post Office Act 1969 (c. 48)

8

In section 86 of the Post Office Act 1969 (interpretation), in subsection (2) for “736(5)(b)” substitute “ 736 ”.

Industry Act 1972 (c. 63)

9

In section 10 of the Industry Act 1972 (construction credits), in subsection (9) for “for the purposes of the Companies Act 1985 by section 736 of that Act” substitute “ by section 736 of the Companies Act 1985 ”.

Coal Industry Act 1973 (c. 8)

10

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Industry Act 1975 (c. 68)

11

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Scottish Development Agency Act 1975 (c. 69)

12

In section 25(1) of the Scottish Development Agency Act 1975 (interpretation), in the definition of “wholly-owned subsidiary” for “section 736(5)(b)” substitute “ section 736 ”.

Welsh Development Agency Act 1975 (c. 70)

13

In section 27(1) of the Welsh Development Agency Act 1975 (interpretation), in the definition of “wholly-owned subsidiary” for “section 736(5)(b)” substitute “ section 736 ”.

Restrictive Trade Practices Act 1976 (c. 41)

14

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Industrial Common Ownership Act 1976 (c. 78)

15

In section 2(5) of the Industrial Common Ownership Act 1976 (common ownership and co-operative enterprises) for “for the purposes of the Companies Act 1985” substitute “ as defined by section 736 of the Companies Act 1985 or for the purposes of ”.

Aircraft and Shipbuilding Industries Act 1977 (c. 3)

16

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Nuclear Industry (Finance) Act 1977 (c. 7)

17

In section 3 of the Nuclear Industry (Finance) Act 1977 (expenditure on acquisition of shares in National Nuclear Corporation Ltd and subsidiaries), after “within the meaning of” insert “ section 736 of ”.

Coal Industry Act 1977 (c. 39)

18

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Shipbuilding (Redundancy Payments) Act 1978 (c. 11)

19

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Capital Gains Tax Act 1979 (c. 14)

20

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Crown Agents Act 1979 (c. 43)

21

In section 31(1) of the Crown Agents Act 1979 (interpretation), in the definition of “wholly-owned subsidiary” for “section 736(5)(b)” substitute “ section 736(2) ”.

Competition Act 1980 (c. 21)

22

In sections 11(3)(f) and 12 of the Competition Act 1980 (references relating to public bodies, &c.), after “within the meaning of” insert “ section 736 of ”.

British Aerospace Act 1980 (c. 26)

23

In section 14(1) of the British Aerospace Act 1980 (interpretation)—

• (a) in the definition of “subsidiary” for “the same meaning as in the Companies Act 1948”, and

• (b) in the definition of “wholly-owned subsidiary” for “the same meaning as it has for the purposes of section 150 of the Companies Act 1948”,

substitute “ the meaning given by section 736 of the Companies Act 1985 ”.

Local Government, Planning and Land Act 1980 (c. 65)

24

In sections 100(1), 141(7) and 170(1)(d) and (2) of the Local Government, Planning and Land Act 1980 (which refer to wholly-owned subsidiaries) for “within the meaning of section 736(5)(b)” substitute “ as defined by section 736 ”.

British Telecommunications Act 1981 (c. 38)

25

In section 85 of the British Telecommunications Act 1981 (interpretation), for subsection (2) substitute—

(2) Any reference in this Act to a subsidiary or wholly-owned subsidiary shall be construed in accordance with section 736 of the Companies Act 1985.

.

Transport Act 1981 (c. 56)

26

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Value Added Tax Act 1983 (c. 55)

27

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Telecommunications Act 1984 (c. 12)

28

In section 73(1) of the Telecommunications Act 1984 (interpretation of Part V), for “the same meaning as in” substitute “the meaning given by section 736 of”.

London Regional Transport Act 1984 (c. 32)

29

In section 68 of the London Regional Transport Act 1984 (interpretation), for the definition of “subsidiary” substitute—

“subsidiary” (subject to section 62 of this Act) has the meaning given by section 736 of the Companies Act 1985;

.

Inheritance Tax Act 1984 (c. 51)

30

• (1) The Inheritance Tax Act 1984 is amended as follows.