(a) participate in arrangements within paragraph 19(1), and

(b) have rules designed to ensure that members of the body who perform any company audit functions in respect of major audits take such steps as may be reasonably required of them to enable their performance of any such functions to be monitored by means of inspections carried out under the arrangements.

    (2) Any monitoring of such persons under the arrangements is to be regarded (so far as their performance of company audit functions in respect of major audits is concerned) as monitoring of compliance with the body's rules for the purposes of paragraph 10(1).

    (3) In this paragraph "company audit function" and "major audit" have the same meaning as in paragraph 19.".

(a) participate in arrangements within paragraph 20(1), and

(b) have rules and practices designed to ensure that, where the designated persons have decided that any particular disciplinary action should be taken against a member of the body following the conclusion of an investigation under such arrangements, that decision is to be treated as if it were a decision made by the body in disciplinary proceedings against the member.

    (2) In sub-paragraph (1) "the designated persons" means the persons who, under the arrangements, have the function of deciding whether (and, if so, what) disciplinary action should be taken against a member of the body in the light of an investigation carried out under the arrangements.".

(a) for the determining of standards for the purposes of the rules and practices mentioned in paragraph 7(1), and

(b) for ensuring that the determination of those standards is done independently of the body.

Arrangements for setting technical standards

(a) paragraph 17(b),

(b) paragraph 18(b),

(c) paragraph 19(1)(b), or

(d) paragraph 20(1)(e).

    (2) Arrangements cannot be regarded as appropriate for the purpose of ensuring that the thing or things mentioned in that provision is or are done independently of the body unless they are designed to ensure that the body—

(a) will have no involvement in the appointment or selection of any of the persons who are to be responsible for doing the thing or things in question, and

(b) will not otherwise be involved in the doing of that thing or those things.

    (3) Sub-paragraph (2) imposes a minimum requirement and does not preclude the possibility that additional criteria may need to be satisfied in order for the arrangements to be regarded as appropriate for the purpose in question.

(a) that the body is willing and able to exercise the functions that would be transferred by the order; and

(b) that the body has arrangements in place relating to the exercise of those functions which are such as to be likely to ensure that the conditions in paragraph (3) are met.

    (3) The conditions are—

(a) that the functions in question will be exercised effectively; and

(b) where the delegation order is to contain any requirements or other provisions specified under paragraph (4), that those functions will be exercised in accordance with any such requirements or provisions.

    (4) The delegation order may contain such requirements or other provisions relating to the exercise of the functions by the designated body as appear to the Department to be appropriate.

    (5) An existing body—

(a) may be designated by a delegation order under Article 48, and

(b) may accordingly exercise functions of the Department in pursuance of the order,

despite any involvement of the body in the exercise of any functions under arrangements within any of paragraphs 17, 18, 19(1) or 20(1) of Schedule 11.".

(a) paragraphs 2 to 12 have effect in relation to the body where it is established by the order;

(b) paragraphs 2 and 6 to 11 have effect in relation to the body where it is an existing body (see Article 48(1A)(b)); and

(c) paragraph 13 has effect in relation to the body where it is an existing body that is an unincorporated association.

    (2) In their operation in accordance with sub-paragraph (1)(b), paragraphs 2 and 6 apply only in relation to—

(a) things done by or in relation to the body in or in connection with the exercise of functions transferred to it by the order, and

(b) functions of the body which are functions so transferred.

    (3) Any power conferred by this Schedule to make provision by order is a power to make provision by an order under Article 48.".

(a) sub-paragraphs (3) and (4) apply only where the body is established by the order, and

(b) sub-paragraphs (5) and (6) apply only where the body is an existing body."; and

(b) after sub-paragraph (4) insert—

(a) the Department may, with the consent of the Department of Finance and Personnel, give directions to the body with respect to its accounts and the audit of its accounts, and

(b) it is the duty of the body to comply with the directions.

    (6) Whether or not the body is a company to which Article 234 of the 1986 Order applies—

(a) the Department may give directions to the body providing that any provisions of that Order specified in the directions are to apply to the body, with or without any modifications so specified, and

(b) it is the duty of the body to comply with the directions.".

(a) the nature of any services provided for a company by the company's auditors (whether in their capacity as such or otherwise) or by their associates;

(b) the amount of any remuneration received or receivable by a company's auditors, or their associates, in respect of any services within sub-paragraph (a).

    (2) The regulations may provide—

(a) for disclosure of the nature of any services provided to be made by reference to any class or description of services specified in the regulations (or any combination of services, however described);

(b) for the disclosure of amounts of remuneration received or receivable in respect of services of any class or description specified in the regulations (or any combination of services, however described);

(c) for the disclosure of separate amounts so received or receivable by the company's auditors or any of their associates, or of aggregate amounts so received or receivable by all or any of those persons.

    (3) The regulations may—

(a) provide that "remuneration" includes sums paid in respect of expenses;

(b) apply to benefits in kind as well as to payments of money, and require the disclosure of the nature of any such benefits and their estimated money value;

(c) apply to services provided for associates of a company as well as to those provided for a company;

(d) define "associate" in relation to an auditor and a company respectively.

    (4) The regulations may provide that any disclosure required by the regulations is to be made—

(a) in a note to the company's annual accounts (in the case of its individual accounts) or in such manner as is specified in the regulations (in the case of group accounts),

(b) in the directors' report required by Article 242, or

(c) in the auditors' report under Article 243.

    (5) If the regulations provide that any such disclosure is to be made as mentioned in paragraph (4)(a) or (b), the regulations may—

(a) require the auditors to supply the directors of the company with any information necessary to enable the disclosure to be made;

(b) provide for any provision within paragraph (6) to apply in relation to a failure to make the disclosure as it applies in relation to a failure to comply with a requirement of this Order or (as the case may be) a provision of Part VIII.

    (6) The provisions are—

(a) Articles 241(5) and 242(5); and

(b) any provision of Articles 253 to 253C.

    (7) Nothing in paragraphs (2) to (6) affects the generality of paragraph (1).

    (8) Regulations under this Article shall be subject to negative resolution.".

(a) has a right of access at all times to the company's books, accounts and vouchers (in whatever form they are held), and

(b) may require any of the persons mentioned in paragraph (2) to provide him with such information or explanations as he thinks necessary for the performance of his duties as auditor.

    (2) Those persons are—

(a) any officer or employee of the company;

(b) any person holding or accountable for any of the company's books, accounts or vouchers;

(c) any subsidiary undertaking of the company which is a body corporate incorporated in Northern Ireland;

(d) any officer, employee or auditor of any such subsidiary undertaking or any person holding or accountable for any books, accounts or vouchers of any such subsidiary undertaking;

(e) any person who fell within any of sub-paragraphs (a) to (d) at a time to which the information or explanations required by the auditor relates or relate.

    (3) Where a parent company has a subsidiary undertaking which is not a body corporate incorporated in Northern Ireland, the auditor of the parent company may require it to obtain from any of the persons mentioned in paragraph (4) such information or explanations as he may reasonably require for the purposes of his duties as auditor.

    (4) Those persons are—

(a) the undertaking;

(b) any officer, employee or auditor of the undertaking;

(c) any person holding or accountable for any of the undertaking's books, accounts or vouchers;

(d) any person who fell within sub-paragraph (b) or (c) at a time to which the information or explanations relates or relate.

(a) so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and

(b) he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

    (3) In paragraph (2) "relevant audit information" means information needed by the company's auditors in connection with preparing their report.

    (4) For the purposes of paragraph (2) a director has taken all the steps that he ought to have taken as a director in order to do the things mentioned in sub-paragraph (b) of that paragraph if he has—

(a) made such enquiries of his fellow directors and of the company's auditors for that purpose, and

(b) taken such other steps (if any) for that purpose,

as were required by his duty as a director of the company to exercise due care, skill and diligence.

    (5) In determining for the purposes of paragraph (2) the extent of that duty in the case of a particular director, the following considerations (in particular) are relevant—

(a) the knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by the director in relation to the company, and

(b) (so far as they exceed what may reasonably be so expected) the knowledge, skill and experience that the director in fact has.

    (6) Where a directors' report containing the statement required by paragraph (2) is approved under Article 242A but the statement is false, every director of the company who—

(a) knew that the statement was false, or was reckless as to whether it was false, and

(b) failed to take reasonable steps to prevent the report from being approved,

is guilty of an offence and liable to imprisonment or a fine, or both.".

(a) discovering whether there are grounds for an application to the court under Article 253B; or

(b) determining whether or not to make such an application.

    (3) Those persons are—

(a) the company;

(b) any officer, employee, or auditor of the company;

(c) any persons who fell within sub-paragraph (b) at a time to which the document or information required by the authorised person relates.

" and

(d) Articles 253F and 253G of and Schedule 7B to the 1986 Order.".

(a) paragraph (1) of that Article provided that the Article applies where it appears to a prescribed body that there is, or may be, a question whether any relevant accounts or reports produced by an issuer of listed securities comply with any accounting requirements imposed by listing rules; and

(b) the references in Article 253F(3)(a) and (b) to "the company" were references to that issuer.".

(a) the company, or

(b) an associated company,

against any liability within paragraph (1) is void.

    (4) Paragraph (3) does not apply to a qualifying third party indemnity provision within the meaning of Article 317B(1).

    (5) Paragraph (3) does not prevent a company from purchasing and maintaining for a director of—

(a) the company, or

(b) an associated company,

insurance against any liability within paragraph (1).

    (6) In this Article—

"associated company", in relation to a company ("C"), means a company which is C's subsidiary, or C's holding company or a subsidiary of C's holding company;

"provision" means a provision of any nature, whether or not it is contained in a company's articles or in any contract with a company.

(i) the words "officer or" (in both places), and

(ii) the words from "Article 154(3)" to "nominee) or";

and in the heading, for "exempting officers and" substitute "protecting".

(a) in defending any criminal or civil proceedings, or

(b) in connection with any application under any of the provisions mentioned in paragraph (2).

    (2) The provisions are—

(a) Article 154(3) and (4), and

(b) Article 675.

    (3) Nor does Article 338 prohibit a company from doing anything to enable a director to avoid incurring such expenditure.

    (4) Paragraphs (1) and (3) only apply to a loan or other thing done as mentioned in those paragraphs if the terms on which it is made or done will result in the loan falling to be repaid, or any liability of the company under any transaction connected with the thing in question falling to be discharged, not later than—

(a) in the event of the director being convicted in the proceedings, the date when the conviction becomes final,

(b) in the event of judgment being given against him in the proceedings, the date when the judgment becomes final, or

(c) in the event of the court refusing to grant him relief on the application, the date when the refusal of relief becomes final.

    (5) For the purposes of paragraph (4) a conviction, judgment or refusal of relief becomes final—

(a) if not appealed against, at the end of the period for bringing an appeal, or

(b) if appealed against, at the time when the appeal (or any further appeal) is disposed of.

    (6) An appeal is disposed of—

(a) if it is determined and the period for bringing any further appeal has ended, or

(b) if it is abandoned or otherwise ceases to have effect.".

(a) to produce such documents (or documents of such description) as may be specified in the directions;

(b) to provide such information (or information of such description) as may be so specified.

    (3) The Department may authorise a person (an investigator) to require the company or any other person—

(a) to produce such documents (or documents of such description) as the investigator may specify;

(b) to provide such information (or information of such description) as the investigator may specify.

    (4) A person on whom a requirement under paragraph (3) is imposed may require the investigator to produce evidence of his authority.

    (5) A requirement under paragraph (2) or (3) must be complied with at such time and place as may be specified in the directions or by the investigator (as the case may be).

    (6) The production of a document in pursuance of this Article does not affect any lien which a person has on the document.

    (7) The Department or the investigator (as the case may be) may take copies of or extracts from a document produced in pursuance of this Article.

    (8) A "document" includes information recorded in any form.

    (9) In relation to information recorded otherwise than in legible form, the power to require production of it includes power to require the production of a copy of it in legible form or in a form from which it can readily be produced in visible and legible form.".

(a) it is made to the Department otherwise than in compliance with a requirement under this Part;

(b) it is of a kind that the person making the disclosure could be required to make in pursuance of this Part;

(c) the person who makes the disclosure does so in good faith and in the reasonable belief that the disclosure is capable of assisting the Department for the purposes of the exercise of its functions under this Part;

(d) the information disclosed is not more than is reasonably necessary for the purpose of assisting the Department for the purposes of the exercise of those functions;

(e) the disclosure is not one falling within paragraph (3) or (4).

    (3) A disclosure falls within this paragraph if the disclosure is prohibited by virtue of any statutory provision.

    (4) A disclosure falls within this paragraph if—

(a) it is made by a person carrying on the business of banking or by a lawyer, and

(b) it involves the disclosure of information in respect of which he owes an obligation of confidence in that capacity.".

(a) he is authorised to do so by the Department, and

(b) he thinks that to do so will materially assist him in the exercise of his functions under this Part in relation to the company.

    (2) An inspector or investigator may at all reasonable times—

(a) require entry to relevant premises, and

(b) remain there for such period as he thinks necessary for the purpose mentioned in paragraph (1)(b).

    (3) Relevant premises are premises which the inspector or investigator believes are used (wholly or partly) for the purposes of the company's business.

    (4) In exercising his powers under paragraph (2), an inspector or investigator may be accompanied by such other persons as he thinks appropriate.

    (5) A person who intentionally obstructs a person lawfully acting under paragraph (2) or (4)—

(a) is guilty of an offence, and

(b) is liable on conviction to a fine.

(a) Article 440;

(b) Article 446A.

    (2) The inspector, Department or investigator (as the case may be) may certify the fact in writing to the court.

    (3) If, after hearing—

(a) any witnesses who may be produced against or on behalf of the alleged offender;

(b) any statement which may be offered in defence,

the court is satisfied that the offender failed without reasonable excuse to comply with the requirement, it may deal with him as if he had been guilty of contempt of the court.".