Penalties
for making false statements under these provisions are inserted into Schedule
24 to the 1985 Act by Article 31(6), and consequential amendments to sections
29, 157, 158 and 711 are made by Article 31(1), (2) and (5).
4. Article 12 modifies section 238 of the 1985 Act (persons entitled
to receive copies of accounts and reports) to enable copies of the annual accounts
and reports to be sent electronically to those entitled to receive them. Either
the accounts and reports can be sent directly to an electronic address ("address"
is defined for the purposes of Part VII in section 262 - see Article
16) supplied for the purpose by the recipient, or they can be published on
a web site and the recipient notified of their availability in a manner agreed
with him. In the latter case, the accounts and reports must be published on the
web site for at least 21 days before the general meeting before which they are
to be laid. Articles 14 and 32(2) and Schedule 2 make equivalent
modifications to section 251 and regulations thereunder concerning the sending
of summary financial statements in place of the full accounts.
5. Article 13 modifies section 239 of the 1985 Act (right to demand
copies of accounts and reports) to enable a company to meet a demand under that
section for a copy of the annual accounts and reports electronically.
6. Article 15 modifies section 253 of the 1985 Act (right of member
or auditor to require laying of accounts) to enable members or auditors exercising
their powers under that section to require the holding of a general meeting for
the laying of accounts, to do so by communicating with an electronic address supplied
by the company for the purpose. Article 17 makes equivalent modifications
to section 366A (right of member to require the holding of an annual general meeting).
7. Article 18 modifies section 369 of the
1985 Act (length of notice for calling meetings) to enable notices of company
meetings to be sent electronically to those entitled to receive them. Either the
notices can be sent directly to an electronic address supplied for the purpose
by the recipient, or they can be published on a web site and the recipient notified
of their availability in manner agreed with him. In the latter case, the notice
must be published on the web site for at least the period for which notice of
the meeting must be given under section 369. Furthermore, the notification given
to the recipient that the notice is available on a web site must contain certain
details of the meeting (see section 369(4C)). Article 31(3) applies these
provisions for the purpose of section 390 (auditors' right to attend company meetings,
etc.), and Article 21 makes equivalent modifications to section 379A concerning
the giving of notice of a meeting at which an elective resolution is to be proposed.
8. Articles 19 and 20 modify sections 372
and 373 of the 1985 Act (proxies) to enable a member to appoint proxies electronically
by communicating with an electronic address supplied by the company for the purpose.
9. Article 27 inserts a new section 707B
into the 1985 Act replacing section 707 (which is repealed by Article 31(4))
enabling the registrar of companies to direct that any document required to be
delivered to him under the Companies Acts (as defined in section 744) and the
Insolvency Act 1986 (see section 735A as amended by Article 31(4)) may
be delivered electronically in form and manner directed by him.
10. Articles 28 to 30 insert relevant definitions into the 1985
Act.
11. Article 32(1) and Schedule 1
amend the articles of association prescribed in Table A to enable the electronic
appointment of proxies and sending of notices. The guidance referred to in the
amendment to regulation 115 of Table A (see paragraph 8 of Schedule 1) is "Electronic
Communications with Shareholders: A Guide to Recommended Best Practice",
and copies of the guidance are obtainable from The Policy Unit, The Institute
of Chartered Secretaries and Administrators, 16 Park Crescent, London W1B 1AH.
12. A Regulatory Impact Assessment of this Order
is available from the Department of Trade and Industry, Company Law and Investigations
Directorate, Room 507, 1 Victoria Street, London SW1H 0ET. A copy has also been
placed in the libraries of both Houses of Parliament.
