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    " (2) Subject to regulations 21 and 26, any subsequent appointment as a director of a company must be made by the company in general meeting, save that the directors of the company may appoint a person to act as director to fill any vacancy until such time as the next annual general meeting of the company takes place or, if the company does not hold annual general meetings, the directors of the company may appoint a person to act as director".

    (4) After regulation 34, insert - 

" Removal of certain directors by ordinary resolution
     34A.  - (1) The directors of an open-ended investment company must, on a members' requisition, forthwith proceed duly to convene an extraordinary general meeting of the company and this applies notwithstanding anything in the company's instrument of incorporation.

    (2) A members' requisition is a requisition - 


(a) by members of the company holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the company as at that date carries the right of voting at general meetings of the company; and

(b) which states as the object of the meeting the removal of one or more directors appointed in accordance with regulation 34(2) and which must be signed by the requisitionists and deposited at the registered office of the company.



    (3) A company may by ordinary resolution at an extraordinary general meeting convened in accordance with paragraph (1) remove any director or directors appointed in accordance with regulation 34(2).

    (4) This regulation is not to be treated as depriving a person removed under it of compensation or damages payable to him in respect of the termination of his appointment as director or as derogating from any power to remove a director which exists apart from this regulation.".

    (5) In regulation 36 (inspection of directors' service contracts), for paragraph (6) substitute - 

    " (6) Every copy and memorandum required to be kept by paragraph (1) must be made available, for inspection, by the company at the company's annual general meeting or, if the company does not hold annual general meetings, sent to any shareholder at his request within ten days of the company's receipt of such request.".

    (6) In regulation 37 (general meetings) - 

(a) in paragraph (1), after "paragraph (2)" insert "and regulation 37A" and after "company" insert "incorporated before 6 April 2005"; and

(b) in paragraph (3), after "paragraph (2)" insert "and regulation 37A".

    (7) After regulation 37, insert - 

" Election to dispense with annual general meetings
     37A.  - (1) The directors of an open-ended investment company may elect to dispense with the holding of an annual general meeting by giving sixty days' written notice to all the company's shareholders.

    (2) An election has effect for the year in which it is made and subsequent years, but does not affect any liability already incurred by reason of default in holding an annual general meeting.".

    (8) Omit regulation 78 (public notice by the Authority of receipt and issue of certain documents).

    (9) In paragraph 4 of Schedule 5 (auditors) - 

(a) in sub-paragraph (2), for "A company" substitute "Subject to sub-paragraphs (6) and (7), a company";

(b) in sub-paragraph (3), for "The first" substitute "Subject to sub-paragraph (6), the first";

(c) after sub-paragraph (5), insert - 

    " (6) On the date on which the holding of an annual general meeting is dispensed with in accordance with regulation 37A, any auditor or auditors appointed in accordance with sub-paragraph (2) or (3) ceases to hold office and the directors must forthwith re-appoint the auditor or auditors or appoint a new auditor or auditors."; and

(d) after sub-paragraph (6), as inserted by sub-paragraph (c), insert - 

    " (7) The directors of any company which does not hold annual general meetings must appoint the auditor or auditors.".

Nick Ainger

John Heppell
Two of the Lords Commissioners of Her Majesty's Treasury

24th March 2005

[2] S.I. 2001/1228, amended by S.I. 2001/3755 and S.I. 2003/2066back

 © Crown copyright 2005