![]() |
|
|
|
|
|
Navigation
News
|
|
Building Societies Act 1997 (c. 32)(The document as of February, 2008) Page 4 Pages: P.1 | P.2 | P.3 | P.4 | P.5 | P.6 | P.7 | P.8 | P.9 (2) For subsection (4) of that section there shall be substituted the following subsections-- " (3A) In subsection (1) above "total commercial assets", in relation to a building society, means the difference between the total assets of the society as shown in the relevant accounts and the aggregate of-- (a) the liquid assets of the society as shown in those accounts in pursuance of regulations under section 73(7); and (b) the fixed assets of the society as so shown; and in this subsection "the relevant accounts" means the accounts which, immediately before the closing date for the nomination of candidates, were the accounts last prepared by the society under section 72. (4) The Commission may, by order, substitute-- (a) for any amount or number specified in subsection (1) above; (b) for any amount specified in subsection (2) above; or (c) for any amount or percentage specified in subsection (3) above, such other amount, number or percentage as it thinks appropriate; and the Commission may, with the consent of the Treasury, by order vary subsection (3A) above by adding to or deleting from it any provision or by varying any provision contained in it. " (3) In subsection (7) of that section-- (a) for the words from "If" to "nominations" there shall be substituted the words "If, before the closing date for the nomination of candidates, a duly nominated candidate for election as a director of a building society furnishes the society with an election address, or a revised election address, of not more than 500 words"; and (b) in paragraph (a), after the words "the address" there shall be inserted the words "or, as the case may require, the revised address". (4) In subsection (8) of that section-- (a) after the words "an address", in both places where they occur, there shall be inserted the words "or a revised address"; and (b) after the words "the address" there shall be inserted the words "or revised address". 29 Acquisition or establishment of a businessAfter section 92 of the 1986 Act there shall be inserted the following section-- " New business92A Acquisition or establishment of a business(1) A building society-- (a) in order to acquire, or allow a subsidiary undertaking to acquire, a business to which subsections (3) and (4) below apply; or (b) in order to establish, or allow such an undertaking to establish, a business to which subsections (3) and (5) below apply, must resolve so to do by an ordinary resolution; but a failure to comply with this subsection shall not invalidate any transaction or other act. (2) In order to be effective for the purposes of subsection (1) above, an ordinary resolution of a building society must be passed by a majority of the members of the society entitled to vote on such a resolution and voting either-- (a) in person or by proxy on a poll on the resolution at a meeting of the society; or (b) in a postal ballot on the resolution; and in a case falling within paragraph (a) above, a form for the appointment of a proxy shall be sent to each person entitled to notice of the meeting. (3) This subsection applies to a business which is proposed to be acquired or established if, in the opinion of the board of directors of the society-- (a) the greater part of the income of the business is or will be derived from activities having no connection with loans secured on residential property; (b) the greater part of the resources of the business are or will be devoted to such activities; or (c) the greater part of the business consists or will consist of such activities. (4) This subsection applies to a business which is proposed to be acquired if X is not less than 15 per cent of Y where-- X = the amount or value of the consideration to be given for the shares, voting rights or assets proposed to be acquired; Y = the amount of the society's own funds as at the relevant date. (5) This subsection applies to a business which is proposed to be established if X is not less than 15 per cent of Y where-- X = the aggregate of the following as estimated by the society, namely-- (a) the cost of acquiring, developing, adapting or repairing any premises required for the purposes of the business; (b) the initial cost of acquiring any plant or equipment, or any intellectual property, so required; (c) the initial cost of employing or training staff so required; (d) the cost of obtaining any professional advice required in connection with the establishment of the business; (e) any other non-recurring items of expenditure to be incurred in that connection; and (f) in the case of a business proposed to be established by a subsidiary undertaking, the amount of any capital to be provided by the society which will not be used for defraying items of expenditure falling within the foregoing paragraphs; Y = the amount of the society's own funds as at the relevant date. (6) Where a business is proposed to be acquired or established by a syndicate whose members include a building society or subsidiary undertaking-- (a) subsection (1) above shall have effect as if the business were proposed to be acquired or (as the case may be) established by the society; and (b) whichever of subsections (4) and (5) above is applicable shall have effect as if X were only so much of X as is referable to participation in the syndicate by the society or undertaking. (7) For the purposes of subsections (1)(a) and (4) above, two or more proposed acquisitions by a building society or subsidiary undertaking which will form part of a larger acquisition or series of acquisitions shall be treated as a single acquisition. (8) Nothing in this section shall apply in relation to a building society in so far as it undertakes, in accordance with section 94 and Schedule 16 to this Act, to fulfil engagements transferred to it in accordance with that section and that Schedule. (9) In this section--
(10) The Commission may, with the consent of the Treasury, by order substitute for the percentage specified in subsection (4) or (5) above such other percentage as appears to it to be appropriate; and an order under this subsection may make such supplementary, transitional and saving provision as appears to the Commission to be necessary or expedient. (11) The Commission may, with the consent of the Treasury, by order vary subsections (5) and (9) above by adding to or deleting from them any provision or by varying any provision contained in them; and an order under this subsection may make-- (a) different provisions for different cases or purposes; and (b) such supplementary, transitional and saving provision as appears to the Commission to be necessary or expedient. (12) The power to make an order under subsection (10) or (11) above is exercisable by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament. " 30 Information about transfers or proposed transfers of business(1) In subsection (1) of section 98 of the 1986 Act (transfers of business: supplementary provisions), after the word "statements" there shall be inserted the words "or summaries". (2) After that subsection there shall be inserted the following subsection-- " (1A) Part IA of that Schedule shall have effect for imposing requirements for notification by a building society, to its members and to the central office, of the receipt by the society of a proposal for the transfer of the whole of its business to a company. " (3) For Part I of Schedule 17 to the 1986 Act there shall be substituted, as Parts I and IA, the provisions set out in Parts I and II respectively of Schedule 5 to this Act (information about transfers or proposed transfers of business). 31 Transfers of business: increased remuneration etcAfter section 99 of the 1986 Act there shall be inserted the following section-- " 99A Transfers of business: increased remuneration etc(1) Subject to subsection (2) below, the terms of a transfer of business by a building society to the company which is to be its successor may include provision for any director or other officer of the society to receive increased emoluments in consequence of the transfer, whether by way of increased remuneration or the grant of share options or otherwise. (2) An ordinary resolution approving any such provision must be put before a meeting of the society. " Part IV Protection of investors and investigation of complaints32 Amalgamation of building society and banking protection schemes(1) The Treasury, after consultation with the Commission, the Bank, the Building Societies Investor Protection Board and the Deposit Protection Board, may by order-- (a) amalgamate those Boards into a single board to be known as the Deposit Protection Board; and (b) amalgamate the Deposit Protection Fund and the Building Societies Investor Protection Fund into a single fund to be known as the Deposit Protection Fund. (2) An order under this section shall make, in relation to the amalgamated board and the amalgamated fund, provisions corresponding to those of sections 50 to 57 and 63 to 66 of and Schedule 4 to the 1987 Act but-- (a) with the modifications mentioned in subsection (3) below; and (b) with or without the modifications mentioned in subsection (4) below. (3) The modifications referred to in subsection (2)(a) above are modifications-- (a) providing for the chairman of the Commission to be an ex officio member of the amalgamated board and to be consulted by the Governor of the Bank on the appointment of ordinary members of that board; (b) enabling officers or employees of the Commission to be appointed as ordinary members of that board; (c) providing for building societies, and for institutions which, but for the order, would be or would be entitled to become participating EEA institutions within the meaning of section 24 of the 1986 Act, to be or to be entitled to become participating institutions within the meaning of the corresponding provisions; (d) providing for authorised building societies, and for institutions which, but for the order, would be or would be liable to become contributory institutions within the meaning of the protective scheme provisions of Part IV of the 1986 Act, to be or to be liable to become contributory institutions within the meaning of the corresponding provisions; and (e) providing for the deposit base of any such society or institution as is mentioned in paragraph (d) above to include an amount determined by the amalgamated board as representing the average value, over the period mentioned in section 52(4) of the 1987 Act, of shareholdings in the society or institution. (4) The modifications referred to in subsection (2)(b) above are modifications-- (a) increasing the number of ordinary members of the joint board that may be appointed; and (b) providing for contributions to be levied on contributory institutions of different descriptions at different rates and at different times. (5) An order under this section-- (a) shall repeal sections 50 to 57 and 63 to 66 of and Schedule 4 to the 1987 Act, and sections 24, 25, 26 and 29 to 31 of and Schedule 5 to the 1986 Act; (b) shall provide for-- (i) any reference in sections 58 to 62 of the 1987 Act to the Deposit Protection Board or to the Deposit Protection Fund; and (ii) any reference in section 27 or 28 of, or Schedule 6 to, the 1986 Act to the Building Societies Investor Protection Board or to the Building Societies Investor Protection Fund, to have effect as a reference to the amalgamated board or to the amalgamated fund, as the case may require; and (c) may make such other consequential amendments of those Acts and of other enactments and instruments, and such incidental, supplemental and transitional provisions, as may appear to the Treasury to be necessary or expedient. (6) The power to make an order under this section shall be exercisable by statutory instrument; but no such order shall be made unless a draft of the order has been laid before and approved by a resolution of each House of Parliament. (7) In this section--
33 Liability of insolvent society in respect of payments made by Board(1) In subsection (2) of section 28 of the 1986 Act (liability of insolvent society in respect of payments made by Board), in paragraph (a) the words "as in respect of a contractual debt incurred immediately before the institution began to be wound up" shall cease to have effect. (2) After that subsection there shall be inserted the following subsection-- " (2A) The liability imposed by subsection (2)(a) above shall have effect-- (a) where the liability of the institution to the investor is referable to deposits, as a liability in respect of deposits received immediately before the time when the institution began to be wound up; (b) where that liability is referable to shares, as a liability in respect of shares issued immediately before that time. " (3) In subsections (4)(b) and (5)(b) of that section, for the words "apart from this section" there shall be substituted the words "apart from this paragraph". 34 Recognised schemes for investigation of complaints(1) For section 83 of the 1986 Act there shall be substituted the following section-- " 83 Recognised schemes for investigation of complaints(1) A person to whom section 83A applies shall, by virtue of and in accordance with a scheme under this section, have the right, as against a building society, to have investigated under the scheme any complaint of his about action-- (a) which has been taken by the society in relation to a relevant service provided by it; and (b) which affects him in prescribed respects. (2) A person to whom section 83A applies shall also, by virtue of and in accordance with a scheme under this section, have the right, as against any connected undertaking of a building society, to have investigated under the scheme any complaint of his about action-- (a) which has been taken by the undertaking in relation to a relevant service provided by it; and (b) which affects him in prescribed respects. (3) Every authorised building society shall be a member (or the sole member) of one or more recognised schemes which or which between them confer the rights required to be conferred by subsection (1) above in relation to every relevant service provided by the society. (4) Every authorised building society shall secure that each of its connected undertakings is a member (or the sole member) of one or more recognised schemes which or which between them confer the rights required to be conferred by subsection (2) above in relation to every relevant service provided by the undertaking. (5) Schedule 12 to this Act has effect for the purposes of this section and, in that Schedule-- (a) Part I prescribes the matters for which provision must be made by a scheme if it is to be a scheme which qualifies for recognition for the purposes of this section; and (b) Part III contains other requirements to which a scheme must conform if it is to be so recognised. (6) The Commission, with the consent of the Treasury, may by order vary Part I or Part III of Schedule 12 by adding to or deleting from it any provision or by varying any provision contained in it; and an order under this subsection may make such incidental, supplementary and transitional provision as appears to the Commission to be necessary or expedient. (7) The Commission shall have the function, in accordance with Schedule 13 to this Act, of granting recognition of schemes and of withdrawing any recognition it has granted; but recognition does not extend to, and is not required for, provisions in a scheme which are not required to be made in pursuance of Schedule 12. (8) The Commission shall have power to do anything which is calculated to facilitate the discharge of its functions under subsection (7) above, or is incidental or conducive to their discharge, but this does not extend to expenditure for the purpose of operating a scheme. (9) The central office shall have the function, in accordance with Schedule 13, of recording accessions to schemes and of confirming any withdrawal from a scheme. (10) A building society's withdrawal from membership of a recognised scheme shall not be effective except in accordance with the applicable provisions of Schedule 13. (11) The power to make an order under subsection (6) above is exercisable by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament. (12) In this section, section 84 and Schedules 12 and 13--
(2) For paragraph 1 (grounds of complaint) of Part III of Schedule 12 to the 1986 Act there shall be substituted the following paragraph-- " 1 (1) The grounds for making action by a building society or connected undertaking subject to investigation under the scheme must be that the action constitutes-- (a) in the case of a building society, a breach of the society's obligations under this Act, its rules or any contract, or (b) in the case of a connected undertaking, a breach of the undertaking's obligations under its rules (if any) or any contract, or (c) unfair treatment, or (d) maladministration, or (e) a decision to which sub-paragraph (2) below applies, or action consequential on such a decision, in relation to the complainant and has caused him pecuniary loss or expense or inconvenience. (2) This sub-paragraph applies to any decision in connection with the provision of a relevant service which is made otherwise than in the legitimate exercise of commercial judgment. " (3) In paragraph 2 (permissible exclusions from investigation) of that Part of that Schedule-- (a) in paragraph (d), after the word "scheme" there shall be inserted the words ", or in furnishing evidence in support of the complaint"; and (b) after the second Note there shall be inserted the following Note-- " Note:Delay in furnishing evidence in support of the complaint is not "undue delay" unless at least six months have elapsed since the adjudicator acknowledged receipt of the complaint. " 35 Persons entitled to have complaints investigatedAfter section 83 of the 1986 Act there shall be inserted the following section-- " 83A Persons entitled to have complaints investigated(1) This section applies to any individual. (2) This section applies to any partnership, club or other unincorporated body if the amount of the body's turnover for its last financial year does not exceed £1 million. (3) This section applies to any body corporate if-- (a) where it is not a member of a group, the amount of its turnover for its last financial year; or (b) where it is such a member, the amount of the group's turnover for its last financial year, does not exceed £1 million. (4) The Commission may, with the consent of the Treasury, by order substitute for the amount specified in subsection (2) or (3) above such other amount as it thinks appropriate. (5) The power to make an order under subsection (4) above is exercisable by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament. (6) The amount of a body's or group's turnover for a financial year-- (a) shall be the amount shown as such in its accounts for that year; or (b) where it has not prepared accounts for that year, shall be determined in such manner as may be provided by the scheme in accordance with which the complaint is made. (7) Where the amount of a body's or group's turnover for a financial year is expressed otherwise than in sterling, it shall be converted into sterling at the rate of exchange prevailing at the end of that year. (8) For a period which is a body's or group's financial year but is not in fact a year the amount specified in subsection (2) or, as the case may be, subsection (3) above shall be proportionately adjusted. (9) In this section--
(10) Any person who, if he were an undertaking within the meaning given by section 259(1) of the [1985 c. 6.] Companies Act 1985, would be a parent undertaking shall be treated as if he were such an undertaking for purposes of-- (a) the definition of "group" in subsection (9) above; and (b) the relevant provisions as they apply for the purposes of the definition of "subsidiary undertaking" in section 119(1). " Part V Miscellaneous and supplementalMiscellaneous36 Registered and business names(1) For sub-paragraph (2) of paragraph 9 of Schedule 2 to the 1986 Act (building society not to use any name or title other than registered name) there shall be substituted the following sub-paragraphs-- " (2) Every building society shall paint or affix, and keep painted or affixed, its registered name on the outside of every office or place in which its business is carried on, in a conspicuous position and in letters easily legible. (2A) Every building society shall state its registered name in legible characters in all of the following documents, namely-- (a) its business letters; (b) its account statements, including those relating to deposit, share, loan or mortgage accounts; (c) its passbooks; (d) its notices and publications, including all documents sent to members; (e) its invoices and receipts; (f) its letters of credit and any instruments creating or acknowledging its indebtedness; (g) its contracts, agreements, mortgages and deeds; and (h) its bills of exchange, promissory notes, endorsements, cheques and orders for money or goods. " (2) After sub-paragraph (7) of that paragraph there shall be inserted the following sub-paragraph-- " (8) For the purposes of this paragraph and paragraphs 10 to 10C below "registered name", in relation to a building society, means the name of the society which is for the time being registered with the central office. " (3) For paragraph 10 of Schedule 2 to the 1986 Act (offences relating to society name) there shall be substituted the following paragraph-- " 10 (1) If a building society does not-- (a) paint or affix its registered name; or (b) keep its registered name painted or affixed, as required by paragraph 9(2) above, the society shall be liable on summary conviction to a fine not exceeding level 3 on the standard scale. (2) A building society which, without reasonable excuse, does not comply with paragraph 9(2A) above shall be liable on summary conviction to a fine not exceeding level 3 on the standard scale. (3) If an officer of a building society or a person on its behalf issues or authorises the issue of any document mentioned in paragraph 9(2A)(a) to (g) above, in which the society's registered name is not stated as required by that paragraph, he shall be liable on summary conviction to a fine not exceeding level 3 on the standard scale. (4) If an officer of a building society or a person on its behalf signs or authorises to be signed on behalf of the building society any document mentioned in paragraph 9(2A)(h) above in which the society's registered name is not stated as required by that paragraph-- (a) he shall be liable on summary conviction to a fine not exceeding level 3 on the standard scale; and (b) he shall be further personally liable to the holder of the bill of exchange, promissory note, cheque or order for money or goods for the amount of it (unless it is duly paid by the building society). (5) If a building society fails to send to the central office a notice which it is required to send to it under paragraph 9(4) above, the society shall be liable on summary conviction to a fine not exceeding level 3 on the standard scale and so shall any officer who is also guilty of the offence. " (4) After that paragraph there shall be inserted the following paragraphs-- " Restrictions on business names10A (1) This paragraph and paragraph 10B below apply where a building society carries on business under a name other than the following, namely-- (a) its registered name; (b) its registered name with the omission of the words "Building Society"; and (c) its registered name with an addition which merely indicates that the business is carried on in succession to a former building society with which it has merged. (2) The society shall not, without the written approval of the Commission, carry on business under a name which-- (a) would be likely to give the impression that the business is connected with Her Majesty's Government or with any local authority, or (b) includes any word or expression for the time being specified in regulations made under sub-paragraph (3) below. (3) The Commission may, with the consent of the Treasury, by regulations-- (a) specify words or expressions for the use of which as or as part of a business name the approval of the Commission is required by sub-paragraph (2) above, and (b) in relation to any such word or expression, specify a Government department or other body for the purposes of sub-paragraph (4) below. (4) Where the society proposes to carry on business under a name which is or includes any such word or expression, and a government department or other body is specified under sub-paragraph (3)(b) above in relation to that word or expression, the society shall-- (a) request (in writing) the relevant body to indicate whether (and if so why) it has any objections to the proposal, and (b) submit to the Commission a statement that such a request has been made and a copy of any response received from the relevant body. (5) For the purposes of this paragraph "local authority" means-- (a) any local authority within the meaning of the [1972 c. 70.] Local Government Act 1972, the Common Council of the City of London or the Council of the Isles of Scilly; (b) any local authority within the meaning of the [1994 c. 39.] Local Government etc. (Scotland) Act 1994; (c) any district council within the meaning of the [1972 c. 9 (N.I.).] Local Government Act (Northern Ireland) 1972. Use of business names: required disclosure10B (1) Paragraph 9(2A) above shall have effect as if after the words "in legible characters" there were inserted the words "which are reasonably prominent". (2) The society shall in all documents mentioned in paragraph 9(2A) above state in legible characters an address in the United Kingdom at which service of any document relating in any way to the business will be effective. (3) The society shall also in any premises where the business is carried on and to which the members of the society, the customers of the business or suppliers of any goods or services to the business have access, display in a prominent position so that it may easily be read by such persons a notice containing the society's registered name and the address mentioned in sub-paragraph (2) above. (4) The society shall secure that the registered name and the address mentioned in sub-paragraph (2) above is immediately given, by written notice, to any person with whom anything is done or discussed in the course of the business and who asks for the registered name or the address. (5) The Commission may, with the consent of the Treasury, by regulations require a notice under sub-paragraph (3) or (4) above to be displayed or given in a specified form. Use of business names: supplementary10C (1) A building society which contravenes paragraph 10A(2) above shall be liable on summary conviction to a fine not exceeding level 3 on the standard scale. (2) A building society which, without reasonable excuse, does not comply with paragraph 9(2A) or 10B(2), (3) or (4) above, or any regulations made under paragraph 10B(5) above, shall be liable on summary conviction to a fine not exceeding level 3 on the standard scale. (3) Where paragraph 10A above applies any legal proceedings brought by the society to enforce a right arising out of a contract made in the course of the business in respect of which the society was, at the time the contract was made, in breach of paragraph 9(2A) or 10B(2), (3) or (4) above shall be dismissed if the defendant (or, in Scotland, the defender) to the proceedings shows-- (a) that he has a claim against the plaintiff (pursuer) arising out of that contract which he has been unable to pursue by reason of the plaintiff's (pursuer's) breach of paragraph 9(2A) or 10B(2), (3) or (4) above, or (b) that he has suffered some financial loss in connection with the contract by reason of the latter's breach of paragraph 9(2A) or 10B(2), (3) or (4) above, unless the court before which the proceedings are brought is satisfied that it is just and equitable to let the proceedings continue. (4) Sub-paragraph (3) above is without prejudice to the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person. (5) Regulations made under paragraph 10A(3) or 10B(5) above shall be made by statutory instrument subject to annulment by resolution of either House of Parliament. (6) Such regulations may contain such transitional provisions and savings as the Commission thinks fit, and may make different provision for different cases or classes of case. " 37 Access to registers of members(1) For sub-paragraphs (1) and (2) of paragraph 15 of Schedule 2 to the 1986 Act (right of members to obtain particulars from register) there shall be substituted the following sub-paragraphs-- " (1) At any time when a building society-- (a) has had its authorisation revoked under section 43; and (b) has not been re-authorised under section 44, a member of the society shall, subject to sub-paragraph (1A) below, have the right to obtain, from the register kept under paragraph 13 above, the names and addresses of members of the society, for the purpose of communicating with them on a subject relating to the affairs of the society. (1A) Sub-paragraph (1) above shall not apply unless the member in question-- (a) is qualified under the rules of the society to join in a members' requisition for a special meeting, or to join in nominating a person for election as a director; or (b) would be so qualified if any requirements as to length of time a person must have been a shareholding or borrowing member were omitted. (2) If, at any time not falling within sub-paragraph (1) above, a member of a building society who is qualified under the rules of the society to join in a members' requisition for a special meeting, or to join in nominating a person for election as a director, makes a written application to the Commission for the right to obtain names and addresses from the register, the Commission-- (a) if satisfied that the applicant-- (i) requires that right for the purpose of communicating with members of the society on a subject relating to its affairs; and (ii) has not, since making the application, voluntarily ceased to be a member of the society; and (b) having regard to the interests of the members as a whole and to all the other circumstances; and (c) on payment by the applicant of a fee of £25 or such other amount as may be prescribed, may direct that the applicant shall have the right to obtain from the register the names and addresses of the members for the purpose of communicating with them on that subject. " (2) After sub-paragraph (6) of that paragraph there shall be inserted the following sub-paragraphs-- Pages: P.1 | P.2 | P.3 | P.4 | P.5 | P.6 | P.7 | P.8 | P.9 -- Back --
Stat
|
Other
|