Companies Act 2006

1273 Corporate governance regulations E+W+S+N.I.

(1) The Secretary of State may make regulations—

(a) for the purpose of implementing, enabling the implementation of or dealing with matters arising out of or related to, any [F1 EU] obligation relating to the corporate governance of issuers who have requested or approved admission of their securities to trading on a regulated market;

(b) about corporate governance in relation to such issuers for the purpose of implementing, or dealing with matters arising out of or related to, any [F1 EU] obligation.

(2) “Corporate governance”, in relation to an issuer, includes—

(a) the nature, constitution or functions of the organs of the issuer;

(b) the manner in which organs of the issuer conduct themselves;

(c) the requirements imposed on organs of the issuer;

(d) the relationship between different organs of the issuer;

(e) the relationship between the organs of the issuer and the members of the issuer or holders of the issuer's securities.

(3) The regulations may—

(a) make provision by reference to any specified code on corporate governance that may be issued from time to time by a specified body;

(b) create new criminal offences (subject to subsection (4));

(c) make provision excluding liability in damages in respect of things done or omitted for the purposes of, or in connection with, the carrying on, or purported carrying on, of any specified activities.

“Specified” here means specified in the regulations.

(4) The regulations may not create a criminal offence punishable by a greater penalty than—

(a) on indictment, a fine;

(b) on summary conviction, a fine not exceeding the statutory maximum or (if calculated on a daily basis) £100 a day.

(5) Regulations under this section are subject to negative resolution procedure.

(6) In this section “issuer”, “securities” and “regulated market” have the same meaning as in Part 6 of the Financial Services and Markets Act 2000 (c. 8).

Annotations:

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Amendments (Textual)

F1 S. 1273(2): term substituted (22.4.2011 with application in accordance with art. 3(3) of the amending S.I.) by The Treaty of Lisbon (Changes in Terminology) Order 2011 (S.I. 2011/1043), art. {6(1)}