The Companies Act 2006 (Amendment of Schedule 2) (No. 2) Order 2009

Made: 11th May 2009

Laid before Parliament: 12th May 2009

Coming into force: 1st July 2009

The Secretary of State, in exercise of the powers conferred by sections 948(4) and 1292(1)(c) of the Companies Act 2006¹, makes the following Order:

Citation and commencement

1

• (1) This Order may be cited as the Companies Act 2006 (Amendment of Schedule 2) (No. 2) Order 2009.

• (2) This Order comes into force on 1st July 2009.

Replacement of Schedule 2

2

For Schedule 2 to the Companies Act 2006 (specified persons, descriptions of disclosures etc for the purposes of section 948) substitute Schedule 2 as set out in the Schedule to this Order.

Revocation

3

The Companies Act 2006 (Amendment of Schedule 2) Order 2009² is revoked.

SCHEDULE — Substituted Schedule 2 to the Companies Act 2006

PART 1 — SPECIFIED PERSONS

(A) UNITED KINGDOM

1

The Secretary of State.

2

The Department of Enterprise, Trade and Investment for Northern Ireland.

3

The Treasury.

4

The Bank of England.

5

The Financial Services Authority.

6

The Commissioners for Her Majesty’s Revenue and Customs.

7

The Lord Advocate.

8

The Director of Public Prosecutions.

9

The Director of Public Prosecutions for Northern Ireland.

10

A constable.

11

A procurator fiscal.

12

The Scottish Ministers.

(B) JERSEY

(C) GUERNSEY

(D) ISLE OF MAN

PART 2 — SPECIFIED DESCRIPTIONS OF DISCLOSURES

(A) UNITED KINGDOM

13

A disclosure for the purpose of enabling or assisting the Secretary of State or the Treasury to exercise any of their functions under any of the following—

• (a) the Companies Acts;

• (b) the Insolvency Act 1986 (c. 45);

• (c) the Company Directors Disqualification Act 1986 (c. 46);

• (d) Part 3 (investigations and powers to obtain information) or 7 (financial markets and insolvency) of the Companies Act 1989 (c. 40);

• (e) Part 5 of the Criminal Justice Act 1993 (c. 36) (insider dealing);

• (f) the Financial Services and Markets Act 2000;

• (g) Part 42 of this Act (statutory auditors).

14

A disclosure for the purpose of enabling or assisting the Scottish Ministers to exercise their functions under the enactments relating to insolvency.

15

A disclosure for the purpose of enabling or assisting the Department of Enterprise, Trade and Investment for Northern Ireland to exercise any powers conferred on it by the enactments relating to companies or insolvency.

16

A disclosure for the purpose of enabling or assisting a person appointed or authorised by the Department of Enterprise, Trade and Investment for Northern Ireland under the enactments relating to companies or insolvency to exercise their functions.

17

A disclosure for the purpose of enabling or assisting an official receiver (including the Accountant in Bankruptcy in Scotland and the Official Assignee in Northern Ireland) to exercise their functions under the enactments relating to insolvency.

18

A disclosure for the purpose of enabling or assisting the Insolvency Practitioners Tribunal to exercise its functions under the Insolvency Act 1986 (c. 45).

19

A disclosure for the purpose of enabling or assisting a body that is for the time being a recognised professional body for the purposes of section 391 of the Insolvency Act 1986 (recognised professional bodies) to exercise its functions as such.

20

A disclosure for the purpose of enabling or assisting the Pensions Regulator to exercise the functions conferred on it by or by virtue of any of the following—

• (a) the Pension Schemes Act 1993 (c. 48);

• (b) the Pensions Act 1995 (c. 26);

• (c) the Welfare Reform and Pensions Act 1999 (c. 30);

• (d) the Pensions Act 2004 (c. 35);

• (e) any enactment in force in Northern Ireland corresponding to any of those enactments.

21

A disclosure for the purpose of enabling or assisting the Board of the Pension Protection Fund to exercise the functions conferred on it by or by virtue of Part 2 of the Pensions Act 2004 or any enactment in force in Northern Ireland corresponding to that Part.

22

A disclosure for the purpose of enabling or assisting the Bank of England to exercise its functions.

23

A disclosure for the purpose of enabling or assisting the Commissioners for Her Majesty’s Revenue and Customs to exercise their functions.

24

A disclosure for the purpose of enabling or assisting organs of the Society of Lloyd’s (being organs constituted by or under the Lloyd’s Act 1982 (c. xiv)) to exercise their functions under or by virtue of the Lloyd’s Acts 1871 to 1982.

25

A disclosure for the purpose of enabling or assisting the Office of Fair Trading to exercise its functions under any of the following—

• (a) the Fair Trading Act 1973 (c. 41);

• (b) the Consumer Credit Act 1974 (c. 39);

• (c) the Estate Agents Act 1979 (c. 38);

• (d) the Competition Act 1980 (c. 21);

• (e) the Competition Act 1998 (c. 41);

• (f) the Financial Services and Markets Act 2000 (c. 8);

• (g) the Enterprise Act 2002 (c. 40);

• (h) the Unfair Terms in Consumer Contracts Regulations 1999 (S.I. 1999/2083);

• (i) the Business Protection from Misleading Marketing Regulations 2008 (S.I. 2008/1276);

• (j) the Consumer Protection from Unfair Trading Regulations 2008 (S.I. 2008/1277).

26

A disclosure for the purpose of enabling or assisting the Competition Commission to exercise its functions under any of the following—

• (a) the Fair Trading Act 1973;

• (b) the Competition Act 1980;

• (c) the Competition Act 1998;

• (d) the Enterprise Act 2002.

27

A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings before the Competition Appeal Tribunal.

28

A disclosure for the purpose of enabling or assisting an enforcer under Part 8 of the Enterprise Act 2002 (enforcement of consumer legislation) to exercise their functions under that Part.

29

A disclosure for the purpose of enabling or assisting the Charity Commission to exercise its functions.

30

A disclosure for the purpose of enabling or assisting the Attorney General to exercise their functions in connection with charities.

31

A disclosure for the purpose of enabling or assisting the National Lottery Commission to exercise its functions under sections 5 to 10 and 15 of the National Lottery etc. Act 1993 (c. 39) (licensing and power of Secretary of State to require information).

32

A disclosure by the National Lottery Commission to the National Audit Office for the purpose of enabling or assisting the Comptroller and Auditor General to carry out an examination under Part 2 of the National Audit Act 1983 (c. 44) into the economy, effectiveness and efficiency with which the National Lottery Commission has used its resources in discharging its functions under sections 5 to 10 of the National Lottery etc. Act 1993.

33

A disclosure for the purpose of enabling or assisting a qualifying body under the Unfair Terms in Consumer Contracts Regulations 1999 (S.I. 1999/2083) to exercise its functions under those Regulations.

34

A disclosure for the purpose of enabling or assisting an enforcement authority under the Consumer Protection (Distance Selling) Regulations 2000 (S.I. 2000/2334) to exercise its functions under those Regulations.

35

A disclosure for the purpose of enabling or assisting an enforcement authority under the Financial Services (Distance Marketing) Regulations 2004 (S.I. 2004/2095) to exercise its functions under those Regulations.

36

A disclosure for the purpose of enabling or assisting a local weights and measures authority in England and Wales to exercise its functions under section 230(2) of the Enterprise Act 2002 (c. 40) (notice of intention to prosecute, etc).

37

A disclosure for the purpose of enabling or assisting the Financial Services Authority to exercise its functions under any of the following—

• (a) the legislation relating to friendly societies or to industrial and provident societies;

• (b) the Building Societies Act 1986 (c. 53);

• (c) Part 7 of the Companies Act 1989 (c. 40) (financial markets and insolvency);

• (d) the Financial Services and Markets Act 2000 (c. 8).

38

A disclosure for the purpose of enabling or assisting the competent authority for the purposes of Part 6 of the Financial Services and Markets Act 2000 (official listing) to exercise its functions under that Part.

39

A disclosure for the purpose of enabling or assisting a body corporate established in accordance with section 212(1) of the Financial Services and Markets Act 2000 (compensation scheme manager) to exercise its functions.

40

• (1) A disclosure for the purpose of enabling or assisting a recognised investment exchange or a recognised clearing house to exercise its functions as such.

• (2) In sub-paragraph (1) “recognised investment exchange” and “recognised clearing house” have the same meaning as in section 285 of the Financial Services and Markets Act 2000.

41

A disclosure for the purpose of enabling or assisting a person approved under the Uncertificated Securities Regulations 2001 (S.I. 2001/3755) as an operator of a relevant system (within the meaning of those Regulations) to exercise their functions.

42

A disclosure for the purpose of enabling or assisting a body designated under section 326(1) of the Financial Services and Markets Act 2000 (designated professional bodies) to exercise its functions in its capacity as a body designated under that section.

43

A disclosure with a view to the institution of, or otherwise for the purposes of, civil proceedings arising under or by virtue of the Financial Services and Markets Act 2000.

44

A disclosure for the purpose of enabling or assisting a body designated by order under section 1252 of this Act (delegation of functions of Secretary of State) to exercise its functions under Part 42 of this Act (statutory auditors).

45

A disclosure for the purpose of enabling or assisting a recognised supervisory or qualifying body, within the meaning of Part 42 of this Act, to exercise its functions as such.

46

A disclosure for the purpose of enabling or assisting the Regulator of Community Interest Companies to exercise functions under the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27).

47

A disclosure for the purpose of enabling or assisting a person authorised by the Secretary of State under Part 2, 3 or 4 of the Proceeds of Crime Act 2002 (c. 29) to exercise their functions.

48

A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings on an application under section 6, 7 or 8 of the Company Directors Disqualification Act 1986 (c. 46) (disqualification for unfitness).

49

A disclosure with a view to the institution of, or otherwise for the purposes of, proceedings before the Financial Services and Markets Tribunal.

50

A disclosure for the purposes of proceedings before the Pensions Regulator Tribunal.

51

A disclosure for the purpose of enabling or assisting a body appointed under section 14 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (supervision of periodic accounts and reports of issuers of listed securities) to exercise functions mentioned in subsection (2) of that section.

52

• (1) A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a lawyer, auditor, accountant, valuer or actuary of their professional duties.

• (2) In sub-paragraph (1) “lawyer” means—

• (a) a person who for the purposes of the Legal Services Act 2007 (c. 29) is an authorised person in relation to an activity that constitutes a reserved legal activity (within the meaning of that Act),

• (b) a solicitor or barrister in Northern Ireland,

• (c) a solicitor or advocate in Scotland, or

• (d) a person who is a member, and entitled to practise as such, of a legal profession regulated in a jurisdiction outside the United Kingdom.

• (3) Until the coming into force of section 18 of the Legal Services Act 2007, the following is substituted for paragraph (a) of sub-paragraph (2) above—

(a) a solicitor or barrister in England and Wales,

53

• (1) A disclosure with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by a public servant of their duties.

• (2) In sub-paragraph (1) “public servant” means—

• (a) an officer or employee of the Crown, or

• (b) an officer or employee of any public or other authority for the time being designated for the purposes of this paragraph by the Secretary of State by order subject to negative resolution procedure.

(B) JERSEY

(C) GUERNSEY

(D) ISLE OF MAN

(E) GENERAL

PART 3 — OVERSEAS REGULATORY BODIES

Signed

Ian Pearson — Economic and Business Minister, — Department for Business, Enterprise and Regulatory Reform — 11th May 2009

Explanatory note

(This note is not part of the Order)

EXPLANATORY NOTE

This Order is made under section 948 of the Companies Act 2006 (c. 46) (“the Act”). It amends Schedule 2 to the Act by substituting for that Schedule the Schedule to the Order (article 2).

Under section 948 of the Act, information received by the Takeover Panel in connection with the exercise of its statutory functions may not be disclosed without the consent of the individual (where it concerns a person’s private affairs) or business to which it relates except as permitted by that section.

Schedule 2 specifies for the purposes of section 948(3) of the Act the persons to whom disclosure may be made and the descriptions of disclosures which are exempt from the prohibition in section 948(2).

Schedule 2 is amended by this Order to include specified persons exercising functions of a public nature in the Isle of Man, Jersey and Guernsey, and to add descriptions of disclosures the purpose of which is to facilitate the exercise of functions of a public nature in the Isle of Man, Jersey and Guernsey.

Article 3 of this Order revokes the Companies Act 2006 (Amendment of Schedule 2) Order 2009 ([S.I. 2009/202](https://www.legislation.gov.uk/uksi/2009/202)) and the amendments made by that instrument are re-enacted in the substituted Schedule contained in this Order. That Order was made as a consequence of the extension to the Isle of Man of Chapter 1 of Part 28 of the Act with certain modifications by the Companies Act 2006 (Extension of Takeover Panel Provisions) (Isle of Man) Order 2008 ([S.I. 2008/3122](https://www.legislation.gov.uk/uksi/2008/3122)).

An Impact Assessment has not been produced for this Order as it has no impact on the costs of business, charities or voluntary bodies.

Footnotes