The Companies (Defective Accounts and Directors’ Reports) (Authorised Person) and Supervision of Accounts and Reports (Prescribed Body) Order 2008

• Citation: S.I. 2008/623
• Sections: 7

Section 1 Citation, commencement and interpretation

(1) This Order may be cited as the Companies (Defective Accounts and Directors’ Reports) (Authorised Person) and Supervision of Accounts and Reports (Prescribed Body) Order 2008 and comes into force on 6th April 2008.

(2) In this Order—

“the FRRP” means the body known as the Financial Reporting Review Panel established under the articles of association of The Financial Reporting Council Limited ;

“ regulated market ” has the meaning given by Article 4(1)(14) of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments ;

“ the transparency obligations directive ” means Directive 2004/109/EC of the European Parliament and of the Council relating to the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market .

Section 2 Authorisation

The FRRP is hereby authorised for the purposes of section 456 of the Companies Act 2006 (application to court in respect of defective accounts or reports).

Section 3 Appointment in relation to issuers

(1) The FRRP is appointed to exercise the functions mentioned in section 14(2) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 in respect of any issuer of transferable securities admitted to trading on a regulated market which is—

(a) a body corporate incorporated or otherwise formed under the law of, or of a part of, the United Kingdom of which the United Kingdom is the home Member State for the purposes of the transparency obligations directive;

(b) a body corporate incorporated or otherwise formed under the law of a place outside the United Kingdom of which the United Kingdom is the home Member State for the purposes of the transparency obligations directive.

(2) In paragraph (1), “ issuer ” does not include a person which is not required to comply with the reporting requirements of provisions implementing Articles 4 and 5 of the transparency obligations directive (annual financial reports and half-yearly financial reports) by virtue of—

(a) provisions implementing Article 8(1) of that Directive (exemptions), or

(b) the Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 made by the Financial Services Authority under the Financial Services and Markets Act 2000 on 21st December 2006 .

Section 4 Appointment in relation to accounts

The FRRP is appointed to exercise the functions mentioned in section 14(2) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 only in respect of the periodic accounts and reports required to be produced under Articles 4 and 5 of the transparency obligations directive.

Section 5 Decision recording requirements

The FRRP must have satisfactory arrangements for recording decisions made in the exercise of the functions it exercises by virtue of its authorisation or appointment and for the safekeeping of those records which ought to be preserved.

Section 6 Revocations and transitional provisions

(1) Subject to paragraph (2), the Companies (Defective Accounts) (Authorised Person) Order (Northern Ireland) 1991 and the Companies (Defective Accounts) (Authorised Person) Order 2005 are hereby revoked.

(2) Any proceedings by the former body known as the Financial Reporting Review Panel under section 245B of the Companies Act 1985 or Article 253B of the Companies (Northern Ireland) Order 1986 which are pending immediately before 6th April 2008 are to continue as proceedings by the FRRP.

Section 7 Revocations and transitional provisions

(1) Articles 3 and 4 of this Order apply in respect of periodic accounts and reports relating to financial years beginning on or after 6th April 2008.

(2) Subject to paragraphs (3) and (4), the Supervision of Accounts and Reports (Prescribed Body) Order 2007 is hereby revoked.

(3) The Supervision of Accounts and Reports (Prescribed Body) Order 2005 , which continues in operation by virtue of article 2 of the Supervision of Accounts and Reports (Prescribed Body) Order 2007, shall continue to apply in respect of periodic accounts and reports—

(a) to which section 14(2)(a) of the Act as amended by the Companies Act 2006 applies; and

(b) which relate to financial years beginning before 20th January 2007,

and the FRRP shall exercise the functions for the exercise of which the prescribed body had been appointed by the Supervision of Accounts and Reports (Prescribed Body) Order 2005.

(4) The Supervision of Accounts and Reports (Prescribed Body) Order 2007 shall continue to apply in respect of periodic accounts and reports which relate to financial years beginning on or after 20th January 2007, and the FRRP shall exercise the functions for the exercise of which the prescribed body had been appointed by the Supervision of Accounts and Reports (Prescribed Body) Order 2007.