Made | 1st October 2004 | ||
Coming into operation | 8th October 2004 |
1. | Citation and commencement. |
2. | EC Directive and EC Regulation. |
3. | Interpretation. |
4. | The registrar. |
5. | Registration of an SE formed by merger in accordance with Article 2(1). |
6. | Registration of the formation of a holding SE in accordance with Article 2(2). |
7. | Registration of the formation of a subsidiary SE in accordance with Article 2(3). |
8. | Registration of an SE by the transformation of a public company in accordance with Article 2(4). |
9. | Registration of an SE formed as the subsidiary of an SE in accordance with Article 3(2). |
10. | Registration of an SE on the transfer of its registered office to Northern Ireland in accordance with Article 8. |
11. | Certificate of the competent authority under Article 8(8). |
12. | Registration of an SE. |
13. | Documents sent to the registrar. |
14. | Application of the 1986 Order to the registration of SEs. |
15. | False statements in documents sent to the registrar or the Department. |
16. | Interpretation of Part III. |
17. | Circumstances in which certain provisions of this Part apply. |
18. | Duty on participating company to provide information. |
19. | Complaint of failure to provide information. |
20. | Function of the special negotiating body. |
21. | Composition of the special negotiating body. |
22. | Complaint about establishment of the special negotiating body. |
23. | Ballot arrangements. |
24. | Conduct of the ballot. |
25. | Appointment of UK members by a consultative committee. |
26. | Representation of employees. |
27. | Negotiations to reach an employee involvement agreement. |
28. | The employee involvement agreement. |
29. | Decisions of the special negotiating body. |
30. | Decision not to open or to terminate negotiations. |
31. | Complaint about decisions of the special negotiating body. |
32. | Standard rules on employee involvement. |
33. | Disputes about operation of an employee involvement agreement or the standard rules on employee involvement. |
34. | Penalties. |
35. | Misuse of procedures. |
36. | Exclusivity of remedy. |
37. | Breach of statutory duty. |
38. | Withholding of information. |
39. | Right to time off for members of the special negotiating body, etc. |
40. | Right to remuneration for time off under regulation 39. |
41. | Right to time off: complaints to tribunals. |
42. | Unfair dismissal. |
43. | Subsidiary provisions relating to unfair dismissal. |
44. | Detriment. |
45. | Detriment: enforcement and subsidiary provisions. |
46. | Conciliation. |
47. | Industrial Court proceedings. |
48. | Labour Relations Agency. |
49. | Restrictions on contracting out: general. |
50. | Restrictions on contracting out: Chapter 8. |
51. | Amendment of the Transnational Information and Consultation of Employees Regulations 1999. |
52. | Existing employee involvement rights. |
53. | Participation in the formation of an SE by a company formed under the law of a Member State whose head office is not in the Community (Article 2(5)). |
54. | Additional forms of publication of transfer proposal (Article 8(2)). |
55. | Extension of protection given by Article 8(7) to liabilities incurred prior to transfer (Article 8(7)). |
56. | Power of the competent authorities of a Member State to oppose a transfer on public interest grounds (Article 8(14)). |
57. | Power of the management or administrative organ of an SE to amend statutes where in conflict with employee involvement arrangements (Article 12(4)). |
58. | Power of the competent authorities of a Member State to oppose the participation of a merging company governed by its law on public interest grounds (Article 19). |
59. | Minimum number of members of the management organ (Article 39(4)). |
60. | Minimum number of members of the supervisory organ (Article 40(3)). |
61. | Members of the supervisory organ to be entitled to require the management organ to provide certain information (Article 41(3)). |
62. | Minimum number of members of an administrative organ (Article 43(2)). |
63. | Timing of the first general meeting of an SE (Article 54(1)). |
64. | Proportion of shareholders of an SE who may require one or more additional items to be put on the agenda of any general meeting (Article 56). |
65. | SEs subject to law on public limited liability companies as regards the expression of their capital (Article 67(1)). |
66. | Publication of terms of transfer, formation and conversion (Articles 8(2), 32(3) and 37(5)). |
67. | Publication of completion of merger (Article 28). |
68. | Publication of fulfilment of conditions for the formation of a holding SE (Article 33(3)). |
69. | Publication of other documents or information (Articles 8(12), 15(2), 59(3) and 65). |
70. | Protection of creditors and others on a transfer (Article 8(7)). |
71. | Power of the Department where an SE no longer complies with the requirements of Article 7. |
72. | Review of decisions of a competent authority (Articles 8(14) and 19). |
73. | Competent authorities. |
74. | Enforcement of obligation to amend statutes in conflict with arrangements for employee involvement. |
75. | Records of an SE transferred under Article 8(11) or a public company ceasing to exist under Article 29(1) and (2). |
76. | Application of statutory provisions to members of supervisory, management and administrative organs. |
77. | Register of members of supervisory organ. |
78. | Particulars of members to be registered under regulation 77. |
79. | The SE as a body corporate. |
80. | Notification of amendments to statutes of an SE and insolvency events (Articles 59(3) and 65). |
81. | Accounting reference period and financial year of transferring SE. |
82. | Penalties for breach of Article 11 (use of SE in name). |
83. | Registration of a public company by the conversion of an SE. |
84. | Publication of draft terms of conversion. |
85. | Registration under the 1986 Order. |
86. | Effect of registration. |
87. | Records of a converting SE. |
Schedule 1. | Forms. |
Schedule 2. | Provisions of the 1986 Order applying to the registration of SEs. |
Schedule 3. | Standard rules on employee involvement. |
Schedule 4. | Modifications of the 1986 Order and the Insolvency (Northern Ireland) Order 1989. |
Interpretation
3.
- (1) In these Regulations -
(2) Words and expressions listed in the index of defined expressions in Article 2A[7] of the 1986 Order have the same meaning as they have in that Order.
(3) Words and expressions which are used in the EC Regulation or the EC Directive have the same meaning as they have in that Regulation or Directive.
(4) Where a word or expression is both listed in the index of defined expressions referred to in paragraph (2) and used in the EC Regulation or the EC Directive, it has the meaning it has in that Regulation or Directive.
(5) The Interpretation Act (Northern Ireland) 1954[8] shall apply to these Regulations as it applies to an Act of the Northern Ireland Assembly.
Those provisions shall apply under this regulation subject to any limitations or qualifications specified in relation to each such provision in that Schedule.
False statements in documents sent to the registrar or the Department
15.
Any person who makes a false statement -
which he knows to be false or does not believe to be true is liable, on conviction on indictment to imprisonment for a term not exceeding two years, or to a fine, or to both, and on summary conviction to imprisonment for a term not exceeding three months, or to a fine not exceeding the statutory maximum or to both.
but excluding representatives who are expected to receive information relevant only to a specific aspect of the terms and conditions or interests of the employees, such as health and safety or collective redundancies;
(2) In this Part, the following terms have the meaning given by Article 2 of the EC Directive -
(2) Where there are UK employees, Chapter 3 (election or appointment of UK members of the special negotiating body) shall apply, regardless of where the registered office is to be situated, in relation to the election or appointment of UK members of the special negotiating body unless the majority of those employees is employed to work in Great Britain.
(3) Chapters 6 to 9 shall apply, regardless of where the registered office of the SE is, or is intended to be situated, where -
is registered or situated, as the case may be, in Northern Ireland.
Duty on participating company to provide information
18.
- (1) When the competent organ of a participating company decides to form an SE, that organ shall, as soon as possible after -
provide information to the employees' representatives of the participating company, its concerned subsidiaries and establishments or, if no such representatives exist, the employees themselves.
(2) The information referred to in paragraph (1) must include, as a minimum, information -
(3) When a special negotiating body has been formed in accordance with regulation 21, the competent organs of each participating company must provide that body with such information as is necessary to keep it informed of the plan and progress of establishing the SE up to the time the SE has been registered.
Complaint of failure to provide information
19.
- (1) An employees' representative or, where there is no such representative for an employee, the employee may present a complaint to the Industrial Court that -
(2) Where the Industrial Court finds the complaint well-founded it shall make an order requiring the competent organ to disclose information to the complainant which order shall specify -
Function of the special negotiating body
20.
The special negotiating body and the competent organs of the participating companies shall have the task of reaching an employee involvement agreement.
Composition of the special negotiating body
21.
- (1) The competent organs of the participating companies shall make arrangements for the establishment of a special negotiating body which shall be constituted in accordance with paragraphs (2) to (7).
(2) In each EEA state in which employees of a participating company or concerned subsidiary are employed to work, those employees shall be given an entitlement to elect or appoint one member of the special negotiating body for each 10% or fraction thereof which those employees represent of the total workforce. These members shall be the 'ordinary members'.
(3) If, in the case of an SE to be established by merger, following an election or appointment under paragraph (2), the members elected or appointed to the special negotiating body do not include at least one eligible member in respect of each relevant company the employees of any relevant company in respect of which there is no eligible member shall be given an entitlement, subject to paragraph (4), to elect or appoint an additional member to the special negotiating body.
(4) The number of additional members which the employees are entitled to elect or appoint under paragraph (3) shall not exceed 20% of the number of ordinary members elected or appointed under paragraph (2) and if the number of additional members under paragraph (3) would exceed that percentage the employees who are entitled to appoint or elect the additional members shall be -
(5) The competent organs of the participating companies shall, as soon as reasonably practicable and in any event no later than one month after the establishment of the special negotiating body, inform their employees and those of their concerned subsidiaries of the identity of the members of the special negotiating body.
(6) If, following the appointment or election of members to the special negotiating body in accordance with this regulation -
(7) In this regulation -
(b) "relevant company" means a participating company which has employees in the EEA state in which it is registered and which it is proposed will cease to exist on or following the registration of the SE; and
(c) "the total workforce" means the total number of employees employed by all participating companies and concerned subsidiaries throughout all EEA states.
Complaint about establishment of the special negotiating body
22.
- (1) An application may be presented to the Industrial Court for a declaration that the special negotiating body has not been established at all or has not been established properly in accordance with regulation 21.
(2) An application may be presented under this regulation by -
(3) The Industrial Court shall only consider an application made under paragraph (1) if it is made within a period of one month from the date or, if more than one, the last date on which the participating companies complied or should have complied with the obligation to inform their employees under regulation 21(5).
(4) Where the Industrial Court finds the application well-founded it shall make a declaration that the special negotiating body has not been established at all or has not been established properly and the competent organs of the participating companies continue to be under the obligation in regulation 21(1).
(iv) if there are any UK employees employed by a concerned subsidiary or establishment of non-UK participating companies, the management shall ensure that those employees are entitled to vote in a ballot held pursuant to this regulation;
(b) that in relation to the ballot of additional members under regulation 21(3) the management shall hold a separate ballot in respect of each participating company entitled to elect an additional member;
(c) that in a ballot in respect of a particular participating company, all UK employees employed by that participating company or by its concerned subsidiaries or at its concerned establishments are entitled to vote;
(d) that in a ballot in respect of a particular participating company, any person who is immediately before the latest time at which a person may become a candidate -
is entitled to stand as a candidate for election as a member of the special negotiating body in that ballot;
(e) that the management must, in accordance with paragraph (7), appoint an independent ballot supervisor to supervise the conduct of the ballot of UK employees but may instead, where there is to be more than one ballot, appoint more than one independent ballot supervisor in accordance with that paragraph, each of whom is to supervise such of the separate ballots as the management may determine, provided that each separate ballot is supervised by a supervisor;
(f) that after the management has formulated proposals as to the arrangements for the ballot of UK employees and before it has published the final arrangements under sub-paragraph (g), it must, so far as reasonably practicable, consult with the UK employees' representatives on the proposed arrangements for the ballot of UK employees; and
(g) that the management must publish the final arrangements for the ballot of UK employees in such manner as to bring them to the attention of, so far as reasonably practicable, all UK employees and the UK employees' representatives.
(4) Any UK employee or UK employees' representative who believes that the arrangements for the ballot of the UK employees do not comply with the requirements of paragraph (3) may, within a period of 21 days beginning on the date on which the management published the final arrangements under sub-paragraph (g) of that paragraph, present a complaint to the Industrial Court.
(5) Where the Industrial Court finds the complaint well-founded it shall make a declaration to that effect and may make an order requiring the management to modify the arrangements it has made for the ballot of UK employees or to satisfy the requirements in sub-paragraph (f) or (g) of paragraph (3).
(6) An order under paragraph (5) shall specify the modifications to the arrangements which the management is required to make and the requirements it must satisfy.
(7) A person is an independent ballot supervisor for the purposes of paragraph (3)(e) if the management reasonably believes that he will carry out any functions conferred on him in relation to the ballot competently and has no reasonable grounds for believing that his independence in relation to the ballot might reasonably be called into question.
Conduct of the ballot
24.
- (1) The management must -
(2) A ballot supervisor's appointment shall require that he -
(c) conducts the ballot, or each separate ballot so as to secure that -
(3) As soon as reasonably practicable after the holding of the ballot, the ballot supervisor must publish the results of the ballot in such manner as to make them available to the management and, so far as reasonably practicable, the UK employees entitled to vote in the ballot and the persons who stood as candidates.
(4) A ballot supervisor shall publish a report ("an ineffective ballot report") where he considers (whether on the basis of representations made to him by another person or otherwise) that -
(5) Where a ballot supervisor publishes an ineffective ballot report the report must be published within a period of one month commencing on the date on which the ballot supervisor publishes the results of the ballot under paragraph (3).
(6) A ballot supervisor shall publish an ineffective ballot report in such manner as to make it available to the management and, so far as reasonably practicable, the UK employees entitled to vote in the ballot and the persons who stood as candidates in the ballot.
(7) Where a ballot supervisor publishes an ineffective ballot report then -
(8) All costs relating to the holding of a ballot, including payments made to a ballot supervisor for supervising the conduct of the ballot, shall be borne by the management (whether or not an ineffective ballot report has been published).
Appointment of UK members by a consultative committee
25.
- (1) This regulation applies where -
(2)
(3) In this regulation, "a consultative committee" means a body of persons -
(4) In paragraph (3) "information and consultation function" means the function of -
(5) The consultative committee must publish the names of the persons whom it has appointed to be members of the special negotiating body in such a manner as to bring them to the attention of the management of the participating company and, so far as reasonably practicable, the employees and the employees' representatives of that company and its concerned subsidiaries.
(6) Where the management of the participating company, an employee or an employees' representative believes that -
it, or as the case may be, he, may, within a period of 21 days beginning on the date on which the consultative committee published under paragraph (5) the names of the persons appointed, present a complaint to the Industrial Court.
(7) Where the Industrial Court finds the complaint well-founded it shall make a declaration to that effect.
(8) Where the Industrial Court has made a declaration under paragraph (7) -
(9) Where the consultative committee appoints any person to be a member of the special negotiating body, that appointment shall have effect -
Representation of employees
26.
- (1) Subject to paragraphs (2) and (3), a member elected in a ballot in accordance with regulation 21(2), shall be treated as representing the employees for the time being of the participating company, and of any concerned subsidiary or establishment whose employees were entitled to vote in the ballot in which he was elected.
(2) If an additional member is elected in accordance with regulation 21(3) and (4), he, and not any member elected in accordance with regulation 21(2), shall be treated as representing the employees for the time being of the participating company, and of any concerned subsidiary or establishment whose employees were entitled to vote in the ballot in which he was elected.
(3) When a member of the special negotiating body is appointed by a consultative committee in accordance with regulation 25, the employees whom the consultative committee represents and the employees of any concerned subsidiary shall be treated as being represented by the member so appointed.
The employee involvement agreement
28.
- (1) The employee involvement agreement must be in writing.
(2) Without prejudice to the autonomy of the parties and subject to paragraph (4), the employee involvement agreement shall specify -
(3) The employee involvement agreement shall not be subject to the standard rules on employee involvement, unless it contains a provision to the contrary.
(4) In relation to an SE to be established by way of transformation, the employee involvement agreement shall provide for the elements of employee involvement at all levels to be at least as favourable as those which exist in the company to be transformed into an SE.
(5) If the parties decide, in accordance with paragraph (2)(f), to establish one or more information and consultation procedures instead of a representative body and if those procedures include a provision for representatives to be elected or appointed to act in relation to information and consultation, those representatives shall be "information and consultation representatives".
Decisions of the special negotiating body
29.
- (1) Each member of the special negotiating body shall have one vote.
(2) Subject to paragraph (3) and regulation 30, the special negotiating body shall take decisions by an absolute majority vote.
(3) In the following circumstances any decision which would result in a reduction of participation rights must be taken by a two thirds majority vote -
in this paragraph, reduction of participation rights means that the body representative of the employees has participation rights in relation to a smaller proportion of members of the supervisory or administrative organs of the SE than the employees' representatives had in the participating company which gave participation rights in relation to the highest proportion of such members in that company.
(4) The special negotiating body must publish the details of any decision taken under this regulation or under regulation 30 in such a manner as to bring the decision, so far as reasonably practicable, to the attention of the employees whom it represents and such publication shall take place as soon as reasonably practicable and, in any event, no later than 14 days after the decision has been taken.
(5) For the purpose of negotiations, the special negotiating body may be assisted by experts of its choice.
(6) The participating company or companies shall pay for any reasonable expenses of the functioning of the special negotiating body and any reasonable expenses relating to the negotiations that are necessary to enable the special negotiating body to carry out its functions in an appropriate manner; but where the special negotiating body is assisted by more than one expert the participating company is not required to pay such expenses in respect of more than one of them.
Decision not to open or to terminate negotiations
30.
- (1) Subject to paragraph (2), the special negotiating body may decide, by a two thirds majority vote, not to open negotiations with the competent organs of the participating companies or to terminate any such negotiations.
(2) The special negotiating body cannot take the decision referred to in paragraph (1) in relation to an SE to be established by transformation if any employees of the company to be transformed have participation rights.
(3) Any decision made under paragraph (1) shall have the following effects -
(4) To amount to a valid request, the request referred to in paragraph (3)(c) must -
(c) be made no earlier than two years after the decision made under paragraph (1) was or should have been published in accordance with regulation 29(4) unless the special negotiating body and the competent organs of every participating company or, where the SE has been registered, the SE agrees to the special negotiating body being reconvened earlier.
Complaint about decisions of the special negotiating body
31.
- (1) If a member of the special negotiating body, an employees' representative, or where there is no such representative in respect of an employee, that employee believes that the special negotiating body has taken a decision referred to in regulation 29 or 30 and -
he may present a complaint to the Industrial Court within 21 days of the date the special negotiating body published or should have published its decision in accordance with regulation 29(4).
(2) Where the Industrial Court finds the complaint well-founded it shall make a declaration that the decision was not taken properly and that it shall have no effect.
(3) The standard rules set out in Part 3 of Schedule 3 (standard rules for participation) only apply in the following circumstances -
(b) in the case of an SE established by formation of a holding company or subsidiary company if, before registration of the SE, one or more forms of employee participation existed in at least one of the participating companies and either -
(4) Where the standard rules for participation apply and more than one form of employee participation exists in the participating companies, the special negotiating body shall decide which of the existing forms of participation shall exist in the SE and shall inform the competent organs of the participating companies accordingly.
a complaint may be presented to the Industrial Court by a relevant applicant who considers that the competent organ of a participating company or of the SE has failed to comply with the terms of the employee involvement agreement or, as the case may be, one or more of the standard information and consultation provisions.
(2) A complaint brought under paragraph (1) must be brought within a period of 3 months commencing with the date of the alleged failure or where the failure takes place over a period, the last day of that period.
(3) In this regulation -
(4) Where the Industrial Court finds the complaint well-founded it shall make a declaration to that effect and may make an order requiring the SE to take such steps as are necessary to comply with the terms of the employee involvement agreement or, as the case may be, the standard rules on employee involvement.
(5) An order made under paragraph (4) shall specify -
(6) Where the Industrial Court makes a declaration under paragraph (4), the relevant applicant may, within the period of three months beginning with the day on which the declaration is made, make an application to the High Court for a penalty notice to be issued.
(7) Where such an application is made, the High Court shall issue a written penalty notice to the SE requiring it to pay a penalty to the Department for Employment and Learning in respect of the failure unless satisfied, on hearing representations from the SE, that the failure resulted from a reason beyond its control or that it has some other reasonable excuse for its failure.
(8) Regulation 34 shall apply in respect of a penalty notice issued under this regulation.
(9) No order of the Industrial Court under this regulation shall have the effect of suspending or altering the effect of any act done or of any agreement made by the participating company or the SE.
Penalties
34.
- (1) A penalty notice issued under regulation 33 shall specify -
(2) No penalty set by the High Court under this regulation may exceed £75,000.
(3) When setting the amount of the penalty, the High Court shall take into account -
(4) The date specified under paragraph (1)(b) must not be earlier than the end of the period within which an appeal against a declaration or order made by the Industrial Court under regulation 33 may be made.
(5) If the specified date in a penalty notice has passed and -
the Department for Employment and Learning may recover from the SE, as a civil debt due to it, any amount payable under the penalty notice which remains outstanding.
(6) The making of an appeal suspends the effect of the penalty notice.
(7) Any sums received by the Department for Employment and Learning under regulation 33 or this regulation shall be paid into the Consolidated Fund.
Misuse of procedures
35.
- (1) If an employees' representative or where there is no such representative in relation to an employee, the employee, believes that a participating company or an SE is misusing or intending to misuse the SE or the powers in these Regulations for the purpose of -
he may make a complaint to the Industrial Court.
(2) Where a complaint is made to the Industrial Court under paragraph (1) before registration or within a period of 12 months of the date of the registration of the SE, the Industrial Court shall uphold the complaint unless the respondent proves that it did not misuse or intend to misuse the SE or the powers in these Regulations for either of the purposes set out in sub-paragraph (a) or (b) of paragraph (1).
(3) If the Industrial Court finds the complaint to be well-founded -
Exclusivity of remedy
36.
The remedy for infringement of the rights conferred by these Regulations is by way of complaint to the Industrial Court in accordance with this Part and not otherwise.
as to whether the nature of the information or document which the SE or the participating company has failed to provide is such as is described in paragraph (1), the SE or participating company or a person referred to in sub-paragraph (a) or (b) may apply to the Industrial Court for a declaration as to whether the information or document is of such a nature.
(3) If the Industrial Court makes a declaration that the disclosure of the information or document in question would not, according to objective criteria, be seriously harmful or prejudicial as mentioned in paragraph (1), the Industrial Court shall order the company to disclose the information or document.
(4) An order under paragraph (3) shall specify -
is entitled to be permitted by his employer to take reasonable time off during the employee's working hours in order to perform his functions as such a member, representative or candidate.
(2) For the purpose of this regulation the working hours of an employee shall be taken to be any time when, in accordance with his contract of employment, the employee is required to be at work.
Right to remuneration for time off under regulation 39
40.
- (1) An employee who is permitted to take time off under regulation 39 is entitled to be paid remuneration by his employer for the time taken off at the appropriate hourly rate.
(2) Chapter IV of Part I of the 1996 Order (a week's pay) shall apply in relation to this regulation as it applies in relation to Article 90 of the 1996 Order.
(3) The appropriate hourly rate, in relation to an employee, is the amount of one week's pay divided by the number of normal working hours in a week for that employee when employed under the contract of employment in force on the day when the time is taken.
(4) But where the number of normal working hours differs from week to week or over a longer period, the amount of one week's pay shall be divided instead by -
(5) The considerations referred to in paragraph (4)(b) are -
(6) A right to any amount under paragraph (1) does not affect any right of an employee in relation to remuneration under his contract of employment.
(7) Any contractual remuneration paid to an employee in respect of a period of time off under regulation 39 goes towards discharging any liability of the employer to pay remuneration under paragraph (1) in respect of that period, and conversely, any payment of remuneration under paragraph (1) in respect of a period goes towards discharging any liability of the employer to pay contractual remuneration in respect of that period.
Right to time off: complaints to tribunals
41.
- (1) An employee may present a complaint to an industrial tribunal that his employer -
(2) A tribunal shall not consider a complaint under this regulation unless it is presented -
(3) Where a tribunal finds a complaint under this regulation well-founded, the tribunal shall make a declaration to that effect.
(4) If the complaint is that the employer has unreasonably refused to permit the employee to take time off, the tribunal shall also order the employer to pay to the employee an amount equal to the remuneration to which he would have been entitled under regulation 40 if the employer had not refused.
(5) If the complaint is that the employer has failed to pay the employee the whole or part of any amount to which he is entitled under regulation 40, the tribunal shall also order him to pay to the employee the amount which it finds is due to him.
Unfair dismissal
42.
- (1) An employee who is dismissed and to whom paragraph (2) or (5) applies shall be regarded, if the reason (or, if more than one, the principal reason) for the dismissal is a reason specified in, respectively, paragraph (3) or (6), as unfairly dismissed for the purposes of Part XI of the 1996 Order.
(2) This paragraph applies to an employee who is -
(3) The reason is that -
(4) Paragraph (1) does not apply in the circumstances set out in paragraph (3)(a) where the reason (or principal reason) for the dismissal is that in the performance, or purported performance, of the employee's functions or activities he has disclosed any information or document in breach of the duty in regulation 37, unless the employee reasonably believed the disclosure to be a "protected disclosure" within the meaning given to that expression by Article 67A of the 1996 Order.
(5) This paragraph applies to any employee whether or not he is an employee to whom paragraph (2) applies.
(6) The reason is that the employee -
(7) It is immaterial for the purposes of paragraph (6)(a) -
but for that paragraph to apply, the claim to the right and, if applicable, the claim that it has been infringed must be made in good faith.
Subsidiary provisions relating to unfair dismissal
43.
- (1) In Article 137 of the 1996 Order (redundancy as unfair dismissal) in paragraph (1)(c) (which requires one of a specified group of paragraphs to apply for a person to be treated as unfairly dismissed)[10]
(2) In Article 140[11] of the 1996 Order (exclusion of right: qualifying period of employment) in paragraph (3) (cases where no qualifying period of employment is required)[12] -
(3) In Article 141 of the 1996 Order (exclusion of right: upper age limit) in paragraph (2) (cases where the upper age limit does not apply)[13] -
Detriment
44.
- (1) An employee to whom paragraph (2) or (5) applies has the right not to be subjected to any detriment by any act, or deliberate failure to act, by his employer, done on a ground specified in, respectively, paragraph (3) or (6).
(2) This paragraph applies to an employee who is -
(3) The ground is that -
(4) Paragraph (1) does not apply in the circumstances set out in paragraph (3)(a) where the ground for the subjection to detriment is that in the performance, or purported performance, of the employee's functions or activities he has disclosed any information or document in breach of the duty in regulation 37, unless the employee reasonably believed the disclosure to be a "protected disclosure" within the meaning given to that expression by Article 67A of the 1996 Order.
(5) This paragraph applies to any employee, whether or not he is an employee to whom paragraph (2) applies.
(6) The ground is that the employee -
(7) It is immaterial for the purposes of paragraph (6)(a) -
but for that paragraph to apply, the claim to the right and, if applicable, the claim that it has been infringed must be made in good faith.
(8) This regulation does not apply where the detriment in question amounts to dismissal.
Detriment: enforcement and subsidiary provisions
45.
- (1) An employee may present a complaint to an industrial tribunal that he has been subjected to a detriment in contravention of regulation 44.
(2) The provisions of Article 71(2) to (4) of the 1996 Order (complaints to industrial tribunals) shall apply in relation to a complaint under this regulation as they apply in relation to a complaint under Article 71 of that Order but taking references in those provisions to the employer as references to the employer within the meaning of regulation 44(1).
(3) The provisions of Article 72(1) to (5) of the 1996 Order (remedies) shall apply in relation to a complaint under this regulation.
Conciliation
46.
In Article 20 of the Industrial Tribunals (Northern Ireland) Order 1996 (conciliation), in paragraph (1) (which specifies the proceedings and claims to which the Article applies)[14] after sub-paragraph (l), insert -
(4) A declaration or order made by the Industrial Court under these Regulations must be in writing and state the reasons for the Industrial Court's findings.
(5) An appeal lies to the High Court on any question of law arising from any declaration or order of, or arising in any proceedings before, the Industrial Court under these Regulations.
Labour Relations Agency
48.
- (1) If on receipt of an application or complaint under these Regulations the Industrial Court is of the opinion that it is reasonably likely to be settled by conciliation, it shall refer the application or complaint to the Agency and shall notify the applicant or complainant and any persons whom it considers have a proper interest in the application or complaint accordingly, whereupon the Agency shall seek to promote a settlement of the matter.
(2) If an application or complaint so referred is not settled or withdrawn and the Agency is of the opinion that further attempts at conciliation are unlikely to result in a settlement, it shall inform the Industrial Court of its opinion.
(3) If the application or complaint is not referred to the Agency or, if it is so referred, on the Agency informing the Industrial Court of its opinion that further attempts at conciliation are unlikely to result in a settlement, the Industrial Court shall proceed to hear and determine the application or complaint.
Restrictions on contracting out: general
49.
- (1) Any provision in any agreement (whether an employee's contract or not) is void in so far as it purports -
(2) Paragraph (1) does not apply to any agreement to refrain from continuing any proceedings referred to in sub-paragraph (b) of that paragraph made after the proceedings have been instituted.
Restrictions on contracting out: Chapter 8
50.
- (1) Any provision in any agreement (whether an employee's contract or not) is void in so far as it purports -
(2) Paragraph (1) does not apply to any agreement to refrain from instituting or continuing proceedings before an industrial tribunal where the Agency has taken action under Article 20 of the Industrial Tribunals (Northern Ireland) Order 1996 (conciliation).
(3) Paragraph (1) does not apply to any agreement to refrain from instituting or continuing before an industrial tribunal proceedings within Article 20(1)(m) of the Industrial Tribunals (Northern Ireland) Order 1996 (proceedings under these Regulations where conciliation is available) if the conditions regulating compromise agreements under these Regulations are satisfied in relation to the agreement.
(4) For the purposes of paragraph (3) the conditions regulating compromise agreements are that -
(5) A person is a relevant independent adviser for the purposes of paragraph (4)(c) -
(6) But a person is not a relevant independent adviser for the purposes of paragraph (4)(c) in relation to the employee -
(7) In paragraph (5)(a), a "qualified lawyer" means a barrister (whether in practice as such or employed to give legal advice) or a solicitor who holds a practising certificate.
(8) For the purposes of paragraph (6) any two employers shall be treated as associated if -
and "associated employer" shall be construed accordingly.
Amendment of the Transnational Information and Consultation of Employees Regulations 1999
51.
In the Transnational Information and Consultation of Employees Regulations 1999[15], after regulation 46 insert -
except where the special negotiating body has taken the decision referred to in regulation 30 of the European Public Limited-Liability Company Regulations (Northern Ireland) 2004 (decision not to open, or to terminate, negotiations) or, as the case may be, in regulation 30 of the European Public Limited-Liability Company Regulations 2004.
(2) In this regulation an "SE" means a company established in accordance with the European Public Limited-Liability Company Regulations (Northern Ireland) 2004 or the European Public-Limited Liability Company Regulations 2004.".
Existing employee involvement rights
52.
- (1) Subject to paragraph (2), nothing in these Regulations shall affect involvement rights of employees of an SE, its subsidiaries or establishments provided for by law or practice in the EEA state in which they were employed immediately prior to the registration of the SE.
(2) Paragraph (1) does not apply to rights to participation.
(2) Where draft terms for the formation of a holding SE, whether or not its registered office is to be in Northern Ireland, are drawn up under Article 32(2) -
(3) Where draft terms for the conversion of a public limited-liability company into an SE are drawn up under Article 37(4) -
(4) The Forms referred to in paragraphs (1) to (3) are those set out in Schedule 1.
Publication of completion of merger (Article 28)
67.
Where an SE is formed by merger, whether its registered office is in Northern Ireland or not, and a public company has taken part in that procedure, the registrar shall cause to be published in the Belfast Gazette notice that the merger has been completed.
Publication of fulfilment of conditions for the formation of a holding SE (Article 33(3))
68.
- (1) Where, in respect of a company of a type specified in relation to the United Kingdom in Annex II to the EC Regulation, the conditions for the formation of a holding SE, whether or not it is to be registered in Northern Ireland, are fulfilled, the company shall deliver to the registrar within 14 days of such fulfilment notice of that event in the Form SE68(1)(NI) set out in Schedule 1 and the registrar shall cause to be published in the Belfast Gazette notice that these conditions have been fulfilled.
(2) If default is made in complying with paragraph (1), the company is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
Publication of other documents or information (Articles 8(12), 15(2), 59(3) and 65)
69.
- (1) Where, under the Articles of the EC Regulation listed in paragraph (2), the occurrence of an event is required to be publicised, the registrar shall cause to be published in the Belfast Gazette notice of receipt of the particulars of that event described in those Articles.
(2) The Articles referred to in paragraph (1) are -
(3) Where, under the Articles listed in paragraph (4), the registration of an SE, whether on formation under Title II of the EC Regulation, or on the transfer of the registered office of an SE under Article 8 or the deletion of a registration under that Article is required to be publicised, the registrar shall cause to be published in the Belfast Gazette notice of that registration or the deletion of that registration and of the receipt of the documents and particulars related to that registration or deletion required to be delivered to the registrar by the EC Regulation or these Regulations.
(4) The Articles referred to in paragraph (3) are -
Protection of creditors and others on a transfer (Article 8(7))
70.
- (1) Where an SE proposes to transfer its registered office to another Member State under Article 8 the SE shall satisfy the Department that the interests of creditors and holders of other rights in respect of the SE (including those of public bodies) have been adequately protected in respect of any liabilities arising (or that may arise) prior to the transfer by the making of a statement of solvency in the terms set out in paragraphs (4) and (5).
(2) The statement of solvency must be made by all the members of the administrative organ in the case of an SE within the one-tier system and by all the members of the management organ in the case of an SE within the two-tier system.
(3) In the case of an SE within the two-tier system the statement of solvency may not be made unless authorised by the supervisory organ.
(4) The statement shall state that the members of the administrative or management organ, as the case may be, have formed the opinion -
(5) In forming their opinion for the purposes of paragraph (4)(a), the members of the administrative or the management organ, as the case may be, shall take into account the same liabilities (including prospective and contingent liabilities) as would be relevant under Article 102 of the Insolvency (Northern Ireland) Order 1989[16] (winding up by the High Court) to the question whether a company is unable to pay its debts.
(6) The statement required by this regulation shall be in the Form SE70(6)(NI) set out in Schedule 1.
(7) A member of an administrative or management organ who makes a statement under this regulation without having reasonable grounds for the opinion expressed in the statement is liable, on conviction on indictment, to imprisonment for a term not exceeding two years, or to a fine, or to both, and on summary conviction to imprisonment for a term not exceeding three months, or to a fine not exceeding the statutory maximum, or to both.
Power of the Department where an SE no longer complies with the requirements of Article 7
71.
- (1) If it appears that an SE no longer complies with the requirements laid down in Article 7, the Department may direct the SE to regularise its position in accordance with Article 64(1)(a) or (b) within such period as may be specified in the direction.
(2) A direction under paragraph (1) is enforceable by the Department by an application to the High Court for an injunction.
(3) After Article 104A[17] of the Insolvency (Northern Ireland) Order 1989[18] insert -
the Department may present a petition for it to be wound up if the court thinks it is just and equitable for it to be so.
(2) This Article does not apply if the SE is already being wound up by the court.
(3) In this Article "SE" has the same meaning as in the EC Regulation.".
(4) The Insolvency (Northern Ireland) Order 1989 is consequentially amended as follows -
Review of decisions of a competent authority (Articles 8(14) and 19)
72.
- (1) Where any competent authority or competent authorities oppose -
the provisions of paragraphs (2) to (4) shall apply.
(2) An SE, the transfer of whose registered office is opposed by a competent authority or competent authorities under Article 8(14) or a company whose taking part in the formation of an SE by merger, whether or not its registered office is to be in Northern Ireland, is opposed by a competent authority or competent authorities under Article 19, may appeal to the High Court on the grounds that the opposition -
(3) An appeal may only be brought under this regulation with the permission of the High Court.
(4) The High Court may -
Enforcement of obligation to amend statutes in conflict with arrangements for employee involvement
74.
- (1) If it appears to the Department that -
the Department may direct the SE to amend the statutes to that extent within such period as the Department may specify in the direction.
(2) A direction under this regulation is enforceable on the application of the Department to the High Court by injunction.
Records of an SE transferred under Article 8(11) or a public company ceasing to exist under Article 29(1) and (2)
75.
- (1) Where -
the records of that SE or public company, as the case may be, kept by the registrar shall continue to be kept by him for a period of twenty years following such a deletion or cessation of existence.
(2) Where the registration of an SE is deleted, the Form, and the documents accompanying it, delivered to the Department under regulation 11, together with a copy of the certificate issued under Article 8(8) shall be deemed to be documents to be retained by the registrar under regulation 13 and the provisions of these Regulations apply accordingly.
Application of statutory provisions to members of supervisory, management and administrative organs
76.
- (1) This regulation applies to statutory provisions relating to public companies to the extent that they are required, by the EC Regulation, in the manner described in paragraph (2) to be applied in relation to SEs.
(2) Statutory provisions are required to be applied for the purposes of paragraph (1) where -
(3) Subject to paragraphs (4), (5) and (6) references to "directors" or "board of directors" in any statutory provision to which this regulation applies shall have effect as if they were references -
(4) Any statutory provision so applied in relation to a two-tier system shall be applied separately in respect of the members of the supervisory organ and the members of the management organ in relation to the functions of the organ, and in respect of the acts and omissions of the members of those organs.
(5) Where, in a two-tier system, any function relates to the management of the SE and, by virtue of Article 39(1) or 40(1), is a function that cannot be carried out by the supervisory organ, nothing in paragraph (3) has the effect of permitting or requiring the members of the supervisory organ to carry out any such functions.
(6) Where, by virtue of any provision in the EC Regulation or in the statutes, any transaction or function carried out by the management organ in a two-tier system requires the authorisation of the supervisory organ, nothing in paragraph (3) affects, or removes, the requirement for such authorisation.
Register of members of supervisory organ
77.
- (1) Every SE which has adopted the form of a two-tier system in its statutes shall keep at its registered office a register of the members of its supervisory organ ("the members"); and the register shall, with respect to the particulars to be contained in it of those persons, comply with the provisions of this regulation.
(2) The SE shall, within the period of 14 days from the occurrence of -
send to the registrar a notification in the Form SE77A(NI), SE77B(NI) or SE77C(NI), as may be appropriate, set out in Schedule 1, of the change and of the date on which it occurred; and a notification of a person having become a member shall contain a consent, signed by that person, to act in the relevant capacity.
(3) The register shall be open to the inspection of any shareholder of the SE without charge and of any other person on payment of a fee of £2.50 for each hour or part of an hour during which the right of inspection is exercised.
(4) If an inspection required under this regulation is refused, or if default is made in complying with paragraph (1) or (2), the SE is liable on summary conviction to a fine not exceeding level 5 on the standard scale.
(5) In the case of a refusal of inspection of the register, the High Court may by order compel an immediate inspection of it.
(6) For the purposes of this regulation and regulation 78, where, to the extent that the application of Article 9(2) of the 1986 Order under any provision of the EC Regulation requires it, a shadow director of an SE, by virtue of the members of the supervisory organ acting in accordance with his directions or instructions, is deemed a member of that organ.
(7) Where an SE is required to keep a register of members of the supervisory organ by this regulation, the application of regulation 76 to that SE shall not require that particulars of members of the supervisory organ to be kept on any register required be kept under Article 296 of the 1986 Order.
Particulars of members to be registered under regulation 77
78.
- (1) Subject to the provisions of this regulation, the register kept by an SE under regulation 77 shall contain the following particulars with respect to each member -
(b) in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office.
(2) In paragraph (1)(a) -
(3) It is not necessary for the register to contain on any day particulars of a directorship of a company -
(c) which was held by a member for any period during those 5 years in a company which for the whole of that period was either dormant or grouped with the SE keeping the register.
(4) For the purposes of paragraph (3), "company" has the meaning given it in Article 3(1) of the 1986 Order and includes any body corporate incorporated in Northern Ireland and -
The SE as a body corporate
79.
- (1) Where -
and those statutory provisions are expressed to apply to, or in respect of, a body corporate, an SE, whether or not registered in Northern Ireland, shall be treated for the purposes of the application of those statutory provisions as if it were a body corporate.
(2) Nothing in this regulation has the effect of constituting an SE as a body corporate incorporated in, or formed under the law of, Northern Ireland.
Notification of amendments to statutes of an SE and insolvency events (Articles 59(3) and 65)
80.
- (1) Where, under Articles 59(3) and 65, publication by the registrar in the Belfast Gazette of the events described in those Articles is required by regulation 69(1) -
(2) If default is made in complying with paragraph (1)(a) or (b) the SE is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
Accounting reference period and financial year of transferring SE
81.
- (1) Where an SE transfers its registered office to Northern Ireland under Article 8 -
(2) For the purposes of this regulation "the last balance sheet date" is the date as at which the balance sheet of the transferring SE was required to be drawn up under the provisions of the law of the Member State in which it had its registered office, where the balance sheet was the last one required to be drawn up before the registration of the transfer in Northern Ireland.
(3) Where the transferring SE has not been required to draw up a balance sheet under the provisions of the law of the Member State where it had its registered office, or, if different, of the Member State where it was first registered, before the registration of the transfer in Northern Ireland, its accounting reference date for the purposes of Article 232 of the 1986 Order is the last day of the month in which the anniversary of its registration on formation falls and its first accounting reference period is the period beginning with its date of registration on formation and ending with its accounting reference date; and paragraph (1)(b) applies in respect of its first financial year accordingly.
Penalties for breach of Article 11 (use of SE in name)
82.
Where -
the SE or that person is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
(2) The registrar shall carry out his duty under Article 23 of the 1986 Order to register the memorandum and articles of the converting SE.
(3) On registration of the memorandum and articles of association of the converting SE the registrar shall give a certificate -
(4) The certificate is conclusive evidence -
Effect of registration
86.
- (1) In its application to a converting SE on or after registration the 1986 Order and the Insolvency (Northern Ireland) Order 1989 shall have effect with the modifications set out in paragraphs 2 to 10 of Schedule 4.
(2) On and after registration a converting SE shall be known by the name contained in its memorandum (subject to Article 38 of the 1986 Order).
(3) The persons named in Form SE83(NI) shall be deemed to have been appointed as the first directors or secretary of a converting SE on registration.
Records of a converting SE
87.
The records of a converting SE, when the converting SE has been registered as a public company limited by shares under the provisions of this Part, relating to any period before its registration as a public company shall be treated for the purposes of the 1986 Order as if they were records of that public company.
Sealed with the Official Seal of the Department of Enterprise, Trade and Investment on
1st October 2004.
L.S.
M. Bohill
A senior officer of the Department of Enterprise, Trade and Investment
Sealed with the Official Seal of the Department for Employment and Learning on
1st October 2004.
L.S.
R. Gamble
A senior officer of the Department for Employment and Learning
2.
Where its size so warrants, the representative body shall elect a select committee from among its members comprising at most three members.
3.
The representative body shall adopt rules of procedure.
4.
The representative body shall inform the competent organ of the SE of the composition of the representative body and any changes in its composition.
5.
- (1) Four years after its establishment, the representative body shall decide whether to open negotiations with the competent organ of the SE to reach an employee involvement agreement or whether the standard rules in Part 2 and, where applicable, Part 3 of this Schedule shall continue to apply.
(2) Where a decision is taken under sub-paragraph (1) to open negotiations, regulations 27 to 29 and 31 shall apply to the representative body as they apply to the special negotiating body.
(3)
(4) In the circumstances set out in sub-paragraph (3)(b), if the select committee attends the meeting, any other members of the representative body who represent employees who are directly concerned by the measures being discussed also have the right to participate in the meeting.
(5) Before any meeting referred to in sub-paragraph (3), the members of the representative body or the select committee, as the case may be, shall be entitled to meet without the representatives of the competent organ being present.
(6) Without prejudice to regulations 37 and 38, the members of the representative body shall inform the employees' representatives or, if no such representatives exist, the employees of the SE and its subsidiaries and establishments, of the content and outcome of the information and consultation procedures.
(7) The representative body and the select committee may be assisted by experts of its choice.
(8) The costs of the representative body shall be borne by the SE which shall provide the members of that body with financial and material resources needed to enable them to perform their duties in an appropriate manner, including (unless agreed otherwise) the cost of organising meetings, providing interpretation facilities and accommodation and travelling expenses. However, where the representative body or the select committee is assisted by more than one expert the SE is not required to pay the expenses of more than one of them.
(4) Article 21 of the 1986 Order (documents to be sent to registrar) shall not apply.
Modifications applying on or after registration
2.
A reference to a company's incorporation shall be construed as a reference to the registration of a converting SE's memorandum and articles of association.
3.
A reference to documents delivered under the 1986 Order shall be taken to include a reference to documents delivered under regulation 83.
4.
- (1) A reference to a company's certificate of incorporation shall be construed as a reference to the certificate given under regulation 85(3).
(2) A requirement for the registrar to issue a certificate of incorporation to a company shall -
5.
In Article 3 of the 1986 Order (definition of company), and in other legislation relating to companies, any reference to a company formed and registered under that Order shall have effect as if the reference to formation were omitted.
Effect of registration
6.
Article 24 of the 1986 Order[30] (effect of registration) shall not apply.
7.
Article 32(1) of the 1986 Order (definition of "member") shall not apply.
Use of "limited"
8.
In Article 44 of the 1986 Order (penalty for improper use of "limited") the reference to incorporation with limited liability shall be construed as a reference to registration as a company with limited liability.
Certificate as to share capital
9.
The following provisions shall not apply -
Fees
10.
In any regulations made under Article 657 of the 1986 Order[32] a reference to a certificate of incorporation shall be construed as including a reference to -
Accounting reference date
11.
No modification made under this Schedule shall affect the determination of the accounting reference date of a converting SE by the application of Article 232(3A) of the 1986 Order[33], by virtue of Article 61, or of regulation 81 prior to the registration of the converting SE under regulation 85.
[2] 1972 c. 68: as amended by the European Economic Area Act 1989 (c. 40)back
[3] O.J. L294, 10.11.2001, p. 22back
[4] O.J. L294, 10.11.2001, p. 1back
[5] S.I. 1986/1032 (N.I. 6)back
[6] S.I. 1996/1919 (N.I. 16)back
[7] Article 2A was inserted by Article 78 of, and paragraph 1 of Schedule 5 to, the Companies (No. 2)(Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10))back
[9] Article 67A of the 1996 Order was inserted by Article 3 of the Public Interest Disclosure (Northern Ireland) Order 1998 (S.I. 1998/1763 (N.I. 17))back
[10] Article 137 has been amended on a number of occasions to specify additional circumstances in which an employee dismissed by reason of redundancy is to be regarded as unfairly dismissedback
[11] Article 140(1) was amended by S.R. 1999 No. 277back
[12] Article 140(3) has been amended on a number of occasions to specify additional cases in which no qualifying period of employment is requiredback
[13] Article 141(2) has been amended on a number of occasions to specify additional cases where the upper age limit does not applyback
[14] S.I. 1996/1921 (N.I. 18). Article 20 has been amended on a number of occasions to specify additional proceedings and claims to which the Article appliesback
[16] S.I. 1989/2405 (N.I. 19)back
[17] Article 104A was inserted by Article 8(3) of the Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10)) and amended by section 79(14) of, and Part II of Schedule 6 to, the Criminal Justice Act 1993 (c. 36) and by S.I. 2001/3649back
[18] S.I. 1989/2405 (N.I. 19)back
[19] Article 104 was amended by Article 26 of, and paragraph 16 of Schedule 2 to, the Criminal Justice (Northern Ireland) Order 1994 (S.I. 1994/2795 (N.I. 15)), by Article 8 of the Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10)), by Article 3 of, and paragraph 8 of Schedule 1 to, the Insolvency (Northern Ireland) Order 2002 (S.I. 2002/3152 (N.I. 6)) and by S.R. 2002 No. 334back
[20] Schedule A1 was inserted by Article 3 of, and paragraph 5 of Schedule 1 to, the Insolvency (Northern Ireland) Order 2002back
[21] Article 257AA was inserted into the 1986 Order by S.R. 2001 No. 153, and amended by S.I. 2001/3649back
[22] Paragraphs (4) and (5) were inserted by Article 18 of, and paragraph 4(3) of Schedule 5 to, the Deregulation and Contracting Out (Northern Ireland) Order 1996 (S.I. 1996/1632 (N.I. 11))back
[23] Article 654 was substituted by Article 78 of, and paragraph 13 of Schedule 5 to, the Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10)), and amended by S.R. 1993 No. 198back
[24] Article 655 was substituted by Article 59(1) of the Companies (No. 2) (Northern Ireland) Order 1990 and amended by S.R. 1993 No. 198 and S.R. 2003 No. 3back
[25] Article 656A was inserted into the 1986 Order by Article 60(1) of the Companies (No. 2)(Northern Ireland) Order 1990back
[26] Article 656B was inserted into the 1986 Order by S.R. 2003 No. 3back
[27] Article 662 was amended by Article 61(4) of the Companies (No. 2) (Northern Ireland) Order 1990back
[28] Articles 13 and 18 were amended by S.R. 2003 No. 3back
[29] Articles 13 and 18 were amended by S.R. 2003 No. 3back
[30] Article 24 was amended by Article 381 of, and paragraph 3 of Schedule 9 to, the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19))back
[31] Article 127 was amended by S.R. 2003 No. 3back
[32] Article 657 was amended by Articles 61(2) and 113 of, and Schedule 6 to, the Companies (No. 2)(Northern Ireland) Order 1990, and by Article 15 of the Financial Provisions (Northern Ireland) Order 1993 (S.I. 1993/1252 (N.I. 5))back
[33] Article 232 was inserted into the 1986 Order by Article 5 of the Companies (Northern Ireland) Order 1990 (S.I. 1990/593(N.I. 5)) in place of an existing Article of that number, and amended by S.R. 1997 No. 314back