Companies Act 2006

is evidence ... of the facts stated in the certificate.

• (2) A certificate purporting to be signed as mentioned in sub-paragraph (1) is to 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 must, at least once in each calendar year for which the delegation order is in force, make a report to the Secretary of State on—

• (a) the discharge of the functions transferred to it, and

• (b) such other matters as the Secretary of State may by order require.

• (2) The delegation order may modify sub-paragraph (1) as it has effect in relation to the calendar year in which the order comes into force or is revoked.

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

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

• (a) sub-paragraphs (5) and (6) apply only where the body is established by the order, and

• (b) sub-paragraphs (7) and (8) apply only where the body is an existing body.

• (5) 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.

• (6) A person may only be appointed as auditor of the body if he is eligible for appointment as a local auditor, or a statutory auditor in accordance with this Part of this Act as it has effect apart from its application by virtue of Schedule 5 to the Local Audit and Accountability Act 2014.

• (7) Unless the body is a company to which section 394 (duty to prepare individual company accounts) applies, 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.

• (8) Whether or not the body is a company to which section 394 applies, the Secretary of State may direct that any provisions of this Act specified in the directions are to apply to the body, with or without any modifications so specified.

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 the 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 the 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;

• (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 — Statutory auditors: consequential amendments

Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)

1

• (1) Section 16 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (grants to bodies concerned with accounting standards etc) is amended as follows.

• (2) In subsection (2)—

• (a) in paragraph (f) for “paragraph 17” to the end substitute “ paragraph 21, 22, 23(1) or 24(1) of Schedule 10 to the Companies Act 2006; ”,

• (b) in paragraph (g) for “Part 2 of that Act” substitute “ Part 42 of that Act ”.

• (3) In subsection (5), in the definition of “professional accountancy body”—

• (a) in paragraph (a) for “Part 2 of the Companies Act 1989 (c. 40)” substitute “ Part 42 of the Companies Act 2006 ”, and

• (b) in paragraph (b) for “section 32” substitute “ section 1220 ”.

SCHEDULE 15 — Transparency obligations and related matters: minor and consequential amendments

Part 1 — Amendments of the Financial Services and Markets Act 2000

1

Part 6 of the Financial Services and Markets Act 2000 (listing and other matters) is amended as follows.

2

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

3

In section 73A (Part 6 Rules), after subsection (5) insert—

(6) Transparency rules and corporate governance rules are not listing rules, disclosure rules or prospectus rules, but are Part 6 rules.

4

For the cross-heading before section 90 substitute “ Compensation for false or misleading statements etc ”.

5

For the heading to section 90 substitute “ Compensation for statements in listing particulars or prospectus ”.

6

• (1) Section 91 (penalties for breach of Part 6 rules) is amended as follows.

• (2) For subsection (1) substitute—

(1) If the competent authority considers that— (a) an issuer of listed securities, or (b) an applicant for listing, has contravened any provision of listing rules, it may impose on him a penalty of such amount as it considers appropriate. (1ZA) If the competent authority considers that— (a) an issuer who has requested or approved the admission of a financial instrument to trading on a regulated market, (b) a person discharging managerial responsibilities within such an issuer, or (c) a person connected with such a person discharging managerial responsibilities, has contravened any provision of disclosure rules, it may impose on him a penalty of such amount as it considers appropriate.

• (3) After subsection (1A) insert—

(1B) If the competent authority considers— (a) that a person has contravened— (i) a provision of transparency rules or a provision otherwise made in accordance with the transparency obligations directive, or (ii) a provision of corporate governance rules, or (b) that a person on whom a requirement has been imposed under section 89L (power to suspend or prohibit trading of securities in case of infringement of applicable transparency obligation), has contravened that requirement, it may impose on the person a penalty of such amount as it considers appropriate.

• (4) In subsection (2) for “(1)(a), (1)(b)(i) or (1A)” substitute “ (1), (1ZA)(a), (1A) or (1B) ”.

7

In section 96B (persons discharging managerial responsibilities and connected persons)—

• (a) for the heading substitute “ Disclosure rules: persons responsible for compliance ”;

• (b) in subsection (1) for “For the purposes of this Part” substitute “ for the purposes of the provisions of this Part relating to disclosure rules ”.

8

In section 97(1) (appointment by the competent authority of persons to carry out investigations), for paragraphs (a) and (b) substitute—

(a) there may have been a contravention of— (i) a provision of this Part or of Part 6 rules, or (ii) a provision otherwise made in accordance with the prospectus directive or the transparency obligations directive; (b) a person who was at the material time a director of a person mentioned in section 91(1), (1ZA)(a), (1A) or (1B) has been knowingly concerned in a contravention by that person of— (i) a provision of this Part or of Part 6 rules, or (ii) a provision otherwise made in accordance with the prospectus directive or the transparency obligations directive;

9

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

10

• (1) Section 102A (meaning of “securities” etc) is amended as follows.

• (2) After subsection (3) insert—

(3A) “Debt securities” has the meaning given in Article 2.1(b) of the transparency obligations directive.

• (3) In subsection (3) (meaning of “transferable securities”) for “the investment services directive” substitute “ Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments ”.

• (4) In subsection (6) (meaning of “issuer”), after paragraph (a) insert—

(aa) in relation to transparency rules, means a legal person whose securities are admitted to trading on a regulated market or whose voting shares are admitted to trading on a UK market other than a regulated market, and in the case of depository receipts representing securities, the issuer is the issuer of the securities represented;

11

• (1) Section 103(1) (interpretation of Part 6) is amended as follows.

• (2) In the definition of “regulated market” for “Article 1.13 of the investment services directive” substitute “ Article 4.1(14) of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments ”.

• (3) At the appropriate place insert—

“transparency rules” has the meaning given by section 89A(5); “voteholder information” has the meaning given by section 89B(3);

12

In section 429(2) (Parliamentary control of statutory instruments: affirmative procedure) of the Financial Services and Markets Act 2000 (c. 8) after “section” insert “ 90B or ”.

Part 2 — Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004

13

Chapter 2 of Part 1 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (accounts and reports) is amended as follows.

14

• (1) Section 14 (supervision of periodic accounts and reports of issuers of listed securities) is amended as follows.

• (2) In subsection (2)(a)—

• (a) for “listed” substitute “ transferable ”;

• (b) for “listing” substitute “ Part 6 ”.

• (3) In subsection (3)(a)—

• (a) for “listed” substitute “ transferable ”;

• (b) for “listing” substitute “ Part 6 ”.

• (4) In subsection (7)(b) for “listed” substitute “ transferable ”.

• (5) In subsection (12)—

• (a) for “ “listed securities” and “listing rules” have” substitute “ “Part 6 rules” has ”;

• (b) for the definition of “issuer” substitute—

“issuer” has the meaning given by section 102A(6) of that Act;

• (c) in the definition of “periodic” for “listing” substitute “ Part 6 ”;

• (d) at the end add—

“transferable securities” has the meaning given by section 102A(3) of that Act.

15

• (1) Section 15 (application of certain company law provisions to bodies appointed under section 14) is amended as follows.

• (2) In subsection (5)(a)—

• (a) for “listed” substitute “ transferable ”;

• (b) for “listing” substitute “ Part 6 ”.

• (3) In subsection (5B)(a)—

• (a) for “listed” substitute “ transferable ”;

• (b) for “listing” substitute “ Part 6 ”.

• (4) In subsection (6)(b) for “ “listing rules” and “security”” substitute “ “Part 6 rules” and “transferable securities” ”.

SCHEDULE 16 — Repeals

Editorial notes