65.—(1) The powers of an open-ended investment company include power to make the following provision for the benefit of persons employed or formerly employed by the company, that is to say, provision in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the company.
(2) The power conferred by paragraph (1) is exercisable notwithstanding that its exercise is not in the best interests of the company.
(3) The power which a company may exercise by virtue of paragraph (1) may only be exercised by the company—
(a)in a case not falling within sub-paragraph (b) or (c), if sanctioned by a resolution of the company in general meeting;
(b)[F1subject to paragraph (4)] if so authorised by the instrument of incorporation—
(i)in the case of a company that has only one director, by a resolution of that director; and
(ii)in any other case, by such resolution of directors as is required by [F2FCA rules]; or
(c)if the instrument of incorporation requires the exercise of the power to be sanctioned by a resolution of the company in general meeting for which more than a simple majority of the shareholders voting is necessary, by a resolution of that majority;
and in any case after compliance with any other requirements of the instrument of incorporation applicable to the exercise of the power.
[F3(4) A resolution of the directors is not sufficient sanction for payments to or for the benefits of directors, former directors or shadow directors.]
Textual Amendments
F1Words in reg. 65(3)(b) inserted (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 1(2), Sch. 2 para. 24(a) (with Sch. 3)
F2Words in Regulations substituted (1.4.2013) by The Financial Services Act 2012 (Consequential Amendments and Transitional Provisions) Order 2013 (S.I. 2013/472), Sch. 2 para. 41(2)
F3Reg. 65(4) inserted (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 1(2), Sch. 2 para. 24(b) (with Sch. 3)