SCHEDULE 1

Persons who have significant influence or control over another
PART 5

Overseas entities

Interpretation of Part 5
22
1
A person holds a right “indirectly” if the person has a majority stake in an overseas entity and that entity—
a
holds that right, or
b
is part of a chain of legal entities—
i
each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and
ii
the last of which holds that right.
2
For these purposes, a person (“A”) has a “majority stake” in a legal entity (“B”) if—
a
A holds a majority of the voting rights in B,
b
A is a member of B and has the power to appoint or remove a majority of the board of directors of B,
c
A is a member of B and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or
d
A has the right to exercise, or actually exercises, control over B.
3
In the application of this paragraph to the power to appoint or remove a majority of the board of directors, a legal entity is to be treated as having the right to appoint a director if—
a
a person’s appointment as a director follows necessarily from that person’s appointment as director of the legal entity, or
b
the directorship is held by the legal entity itself.
Sch. 1 para. 22 in force at 1.4.2022, see reg. 1