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Session 2012 - 13
Enterprise and Regulatory Reform Bill
Part 6 — Miscellaneous and general
General provision about licensing under sections 116A and 116B
This section and section 116D apply to regulations under sections 116A
and 116B.
The regulations may provide for a body to be or remain authorised to
grant licences only if specified requirements are met, and for a question
whether they are met to be determined by a person, and in a manner,
specified in the regulations.
The regulations may specify other matters to be taken into account in
any decision to be made under the regulations as to whether to
authorise a person to grant licences.
The regulations must provide for the treatment of any royalties or other
sums paid in respect of a licence, including—
the deduction of administrative costs;
the period for which sums must be held;
the treatment of sums after that period (as bona vacantia or
otherwise).
The regulations must provide for circumstances in which an
authorisation to grant licences may be withdrawn, and for determining
the rights and obligations of any person if an authorisation is
withdrawn.
The regulations may include other provision for the purposes of
authorisation and licensing, including in particular provision—
for determining the rights and obligations of any person if a
work ceases to qualify as an orphan work (or ceases to qualify
by reference to any copyright owner), or if a rights owner
exercises the right referred to in section 116B(3), while a licence
is in force;
about maintenance of registers and access to them;
permitting the use of a work for incidental purposes including
an application or search;
for a right conferred by section 77 to be treated as having been
asserted in accordance with section 78;
for the payment of fees to cover administrative expenses.
Regulations under sections 116A and 116B
The power to make regulations includes power—
to make incidental, supplementary or consequential provision,
including provision extending or restricting the jurisdiction of
the Copyright Tribunal or conferring powers on it;
to make transitional, transitory or saving provision;
to make different provision for different purposes.
Regulations under any provision may amend this Part, or any other
enactment or subordinate legislation passed or made before that
provision comes into force, for the purpose of making consequential
provision or extending or restricting the jurisdiction of the Copyright
Tribunal or conferring powers on it.
Regulations may make provision by reference to guidance issued from
time to time by any person.
The power to make regulations is exercisable by statutory instrument.
A statutory instrument containing regulations may not be made unless
a draft of the instrument has been laid before and approved by a
resolution of each House of Parliament."
Schedule 22 (which inserts Schedule A1 to the Copyright, Designs and Patents
Act 1988 and makes provision in relation to performers' rights corresponding
to provision made by this section in relation to copyright) has effect.
Penalties under provision implementing Directive on term of protection
Paragraph 1(1)(d) of Schedule 2 to the European Communities Act 1972
(limitation on criminal penalties) does not apply for the purposes of provision
under section 2(2) of that Act implementing Directive 2011/77/EU amending
Directive 2006/116/EC on the term of protection of copyright and certain
related rights.
Payments to directors of quoted companies
Members' approval of directors' remuneration policy
In section 421 of the Companies Act 2006 (contents of directors' remuneration
report) after subsection (2) insert—
The regulations must provide that any information required to
be included in the report as to the policy of the company with
respect to the making of remuneration payments and payments
for loss of office (within the meaning of Chapter 4A of Part 10)
is to be set out in a separate part of the report."
After section 422 of that Act (approval and signing of directors' remuneration
report) insert—
Revisions to directors' remuneration policy
The directors' remuneration policy contained in a company's directors'
remuneration report may be revised.
Any such revision must be approved by the board of directors.
The policy as so revised must be set out in a document signed on behalf
of the board by a director or the secretary of the company.
Regulations under section 421(1) may make provision as to—
the information that must be contained in a document setting
out a revised directors' remuneration policy, and
how information is to be set out in the document.
Sections 422(2) and (3), 454, 456 and 463 apply in relation to such a
document as they apply in relation to a directors' remuneration report.
In this section, "directors' remuneration policy" means the policy of a
company with respect to the matters mentioned in section 421(2A)."
In section 439 of that Act (quoted companies: members' approval of directors'
remuneration report), in subsection (1), at the end insert "other than the part
containing the directors' remuneration policy (as to which see section 439A)."
After that section insert—
Quoted companies: members' approval of directors' remuneration
A quoted company must give notice of the intention to move, as an
ordinary resolution, a resolution approving the relevant directors'
at the accounts meeting held in the first financial year which
begins on or after the day on which the company becomes a
quoted company, and
at an accounts or other general meeting held no later than the
end of the period of three financial years beginning with the
first financial year after the last accounts or other general
meeting in relation to which notice is given under this
subsection.
A quoted company must give notice of the intention to move at an
accounts meeting, as an ordinary resolution, a resolution approving the
relevant directors' remuneration policy if—
a resolution required to be put to the vote under section 439 was
not passed at the last accounts meeting of the company, and
no notice under this section was given in relation to that
meeting or any other general meeting held before the next
accounts meeting.
Subsection (2) does not apply in relation to a quoted company before
the first meeting in relation to which it gives notice under subsection
A notice given under subsection (2) is to be treated as given under
subsection (1) for the purpose of determining the period within which
the next notice under subsection (1) must be given.
Notice of the intention to move a resolution to which this section
applies must be given, prior to the meeting in question, to the members
of the company entitled to be sent notice of the meeting.
Subsections (2) to (4) of section 439 apply for the purposes of a
resolution to which this section applies as they apply for the purposes
of a resolution to which section 439 applies, with the modification that,
for the purposes of a resolution relating to a general meeting other than
an accounts meeting, subsection (3) applies as if for "accounts meeting"
there were substituted "general meeting".
For the purposes of this section, the relevant directors' remuneration
policy is—
in a case where notice is given in relation to an accounts
meeting, the remuneration policy contained in the directors'
remuneration report in respect of which a resolution under
section 439 is required to be put to the vote at that accounts
meeting;
in a case where notice is given in relation to a general meeting
other than an accounts meeting—
the remuneration policy contained in the directors'
remuneration report in respect of which such a
resolution was required to be put to the vote at the last
accounts meeting to be held before that other general
meeting, or
where that policy has been revised in accordance with
section 422A, the policy as so revised.
"accounts meeting" means a general meeting of the company
before which the company's annual accounts for a financial
year are to be laid;
"directors' remuneration policy" means the policy of the
company with respect to the matters mentioned in section
421(2A)."
Restrictions on payments to directors
After section 226 of the Companies Act 2006 insert—
"Chapter 4A
Directors of quoted companies: special provision
"directors' remuneration policy" means the policy of a quoted
company with respect to the making of remuneration payments
and payments for loss of office;
"quoted company" has the same meaning as in Part 15 of this Act;
"remuneration payment" means any form of payment or other
benefit made to or otherwise conferred on a person as
consideration for the person—
holding, agreeing to hold or having held office as
director of a company, or
holding, agreeing to hold or having held, during a
period when the person is or was such a director—
any other office or employment in connection
with the management of the affairs of the
company, or
any office (as director or otherwise) or
employment in connection with the
management of the affairs of any subsidiary
undertaking of the company,
other than a payment for loss of office;
"payment for loss of office" has the same meaning as in Chapter 4
of this Part.
Subsection (3) applies where, in connection with a relevant transfer, a
director of a quoted company is—
to cease to hold office as director, or
to cease to be the holder of—
any other office or employment in connection with the
management of the affairs of the company, or
any office (as director or otherwise) or employment in
connection with the management of the affairs of any
subsidiary undertaking of the company.
If in connection with the transfer—
the price to be paid to the director for any shares in the company
held by the director is in excess of the price which could at the
time have been obtained by other holders of like shares, or
any valuable consideration is given to the director by a person
other than the company,
the excess or, as the case may be, the money value of the consideration
is taken for the purposes of section 226C to have been a payment for
loss of office.
In subsection (2), "relevant transfer" means—
a transfer of the whole or any part of the undertaking or
property of the company or a subsidiary of the company;
a transfer of shares in the company, or in a subsidiary of the
company, resulting from a takeover bid.
References in this Chapter to the making of a remuneration payment or
to the making of a payment for loss of office are to be read in accordance
with this section.
References in this Chapter to a payment by a company include a
payment by another person at the direction of, or on behalf of, the
References in this Chapter to a payment to a person ("B") who is, has
been or is to be a director of a company include—
a payment to a person connected with B, or
a payment to a person at the direction of, or for the benefit of, B
or a person connected with B.
Section 252 applies for the purposes of determining whether a person
is connected with a person who has been, or is to be, a director of a
company as it applies for the purposes of determining whether a
person is connected with a director.
References in this Chapter to a director include a shadow director but
references to loss of office as a director do not include loss of a person's
status as a shadow director.
Restrictions relating to remuneration or loss of office payments
Remuneration payments
A quoted company may not make a remuneration payment to a person
who is, or is to be or has been, a director of the company unless—
the payment is consistent with the approved directors'
remuneration policy, or
the payment is approved by resolution of the members of the
The approved directors' remuneration policy is the most recent
remuneration policy to have been approved by a resolution passed by
the members of the company in general meeting.
Loss of office payments
No payment for loss of office may be made by any person to a person
who is, or has been, a director of a quoted company unless—
Sections 226B and 226C: supplementary
A resolution approving a payment for the purposes of section
226B(1)(b) or 226C(1)(b) must not be passed unless a memorandum
setting out particulars of the proposed payment (including its amount)
is made available for inspection by the members of the company—
at the company's registered office for not less than 15 days
ending with the date of the meeting at which the resolution is to
be considered, and
at that meeting itself.
The memorandum must explain the ways in which the payment is
inconsistent with the approved directors' remuneration policy (within
the meaning of the section in question).
The company must ensure that the memorandum is made available on
the company's website from the first day on which the memorandum
is made available for inspection under subsection (1) until its next
Failure to comply with subsection (3) does not affect the validity of the
meeting at which a resolution is passed approving a payment to which
the memorandum relates or the validity of anything done at the
meeting.
Nothing in section 226B or 226C authorises the making of a
remuneration payment or (as the case may be) a payment for loss of
office in contravention of the articles of the company concerned.
Nothing in section 226B or 226C applies in relation to a remuneration
payment or (as the case may be) a payment for loss of office made to a
person who is, or is to be or has been, a director of a quoted company
before the earlier of—
the end of the first financial year of the company to begin on or
after the day on which it becomes a quoted company, and
the date from which the company's first directors'
remuneration policy to be approved under section 439A takes
In this section the "company's website" is the website on which the
company makes material available under section 430.
© Parliamentary copyright
Revised 19 March 2013