Amendments to Section 936B of the Principal Act: Changes to Corporate Sanctions, Lecture notes of Law

Download Amendments to Section 936B of the Principal Act: Changes to Corporate Sanctions and more Lecture notes Law in PDF only on Docsity! Number 48 of 2021 Companies (Corporate Enforcement Authority) Act 2021 [2021.] Companies (Corporate [No. 48.] Enforcement Authority) Act 2021. ACTS REFERRED TO Civil Service Regulation Act 1956 (No. 46) Civil Service Regulation Acts 1956 to 2005 Companies Act 2014 (No. 38) Comptroller and Auditor General (Amendment) Act 1993 (No. 8) European Parliament Elections Act 1997 (No. 2) Irish Collective Asset-management Vehicles Act 2015 (No. 2) Irish Collective Asset-management Vehicles Acts 2015 and 2020 Public Service Management (Recruitment and Appointments) Act 2004 (No. 33) Public Service Superannuation (Miscellaneous Provisions) Act 2004 (No. 7) Social Welfare Consolidation Act 2005 (No. 26) Taxes Consolidation Act 1997 (No. 39) 3 4 Number 48 of 2021 COMPANIES (CORPORATE ENFORCEMENT AUTHORITY) ACT 2021 An Act to amend the Companies Act 2014 to establish a body to be known as An tÚdarás um Fhorfheidhmiú Corparáideach or, in the English language, the Corporate Enforcement Authority, to replace, and perform the functions previously performed by, the Director of Corporate Enforcement; to make provision for certain other amendments to that Act relating to the share capital of companies or the corporate governance of companies; to make consequential amendments to that Act and the Irish Collective Asset-management Vehicles Act 2015; and to provide for related matters. [22nd December, 2021] Be it enacted by the Oireachtas as follows: PART 1 PRELIMINARY AND GENERAL Short title, collective citation and commencement 1. (1) This Act may be cited as the Companies (Corporate Enforcement Authority) Act 2021. (2) The Irish Collective Asset-management Vehicles Acts 2015 and 2020 and Part 6 may be cited together as the Irish Collective Asset-management Vehicles Acts 2015 to 2021. (3) This Act shall come into operation on such day or days as the Minister for Enterprise, Trade and Employment may by order or orders appoint either generally or with reference to any particular purpose or provision and different days may be so appointed for different purposes and different provisions. Definition 2. In this Act, “Principal Act” means the Companies Act 2014. Repeal 3. Chapter 3 of Part 15 of the Principal Act is repealed. 5 PT.2 S.10 [No. 48.] Companies (Corporate [2021.] Enforcement Authority) Act 2021. “CHAPTER 3A Corporate Enforcement Authority Definitions (Chapter 3A) 944A. In this Chapter and Schedule 22— ‘Act of 2004’ means the Public Service Management (Recruitment and Appointments) Act 2004; ‘chairperson’ means the chairperson of the Authority; ‘civil servant’ has the meaning assigned to it by the Civil Service Regulation Act 1956; ‘Committee of Public Accounts’ means the committee of Dáil Éireann established under the rules and Standing Orders of Dáil Éireann to examine and report to Dáil Éireann on the appropriation accounts and reports of the Comptroller and Auditor General; ‘establishment day’ means the day appointed by order under section 944B; ‘financial year’, in relation to the Authority, means a period of 12 months ending on 31 December in any year and, in the case of the first financial year of the Authority, means the period commencing on the establishment day and ending on 31 December in the year in which the establishment day falls; ‘Member’ has the meaning assigned to it by section 944F(2) and includes a person authorised to act in place of a Member under section 944I. Establishment day 944B. The Minister shall, by order, appoint a day to be the establishment day for the purposes of this Chapter. Establishment of Corporate Enforcement Authority 944C.(1) On the establishment day there shall stand a body to be known as An tÚdarás um Fhorfheidhmiú Corparáideach or, in the English language, the Corporate Enforcement Authority, to perform the functions conferred on it by this Act. (2) The provisions of Schedule 22 shall have effect in relation to the Authority. Functions of Authority 944D.(1) The functions of the Authority are— (a) to encourage compliance with this Act, (b) to investigate— (i) instances of suspected offences under this Act, and 8 [2021.] Companies (Corporate [No. 48.] PT.2 S.10 Enforcement Authority) Act 2021. (ii) instances otherwise of suspected non-compliance with this Act or with the duties and obligations to which companies and their officers are subject, (c) to enforce this Act, including by the prosecution of offences by way of summary proceedings, (d) at the discretion of the Authority, to refer cases to the Director of Public Prosecutions where the Authority has reasonable grounds for believing that an indictable offence under this Act has been committed, (e) to exercise, in so far as the Authority considers it necessary or appropriate, a supervisory role over the activity of liquidators and receivers in the discharge of their functions under this Act, (f) for the purpose of ensuring the effective application and enforcement of obligations, standards and procedures to which companies and their officers are subject, to perform such other functions in respect of any matters to which this Act relates as the Minister considers appropriate and may by order confer on the Authority, (g) to perform such other functions for the purpose referred to in paragraph (f) as may be assigned to the Authority under this Act or any other Act, (h) to act under Chapter 2 as a member of the Supervisory Authority and, if appointed under section 907, act as a director of that body, and (i) to perform functions transferred to the Authority under section 944E. (2) Sections 930A and 930D make additional provision with regard to the performance of functions by, amongst others, the Authority. (3) The Authority may do all such acts or things as are necessary or expedient to enable it to perform its functions under this Act or any other Act. (4) The Authority shall be independent in the performance of its functions. (5) Subject to this Chapter and Schedule 22, the Authority shall regulate its own procedures. Transfer of functions of Director to Authority 944E.(1) All functions that, immediately before the establishment day, were vested in the Director are transferred to the Authority. (2) Subject to section 36 of the Companies (Corporate Enforcement Authority) Act 2021, a reference in— 9 PT.2 S.10 [No. 48.] Companies (Corporate [2021.] Enforcement Authority) Act 2021. (a) any enactment (other than this Act) to the Director or to the office of the Director, or (b) any instrument under an enactment to the Director or to the office of the Director, shall be construed as a reference to the Authority. Membership of Authority 944F.(1) The Authority shall consist of such and so many Members (not being more than 3) as the Minister determines. (2) Each member of the Authority shall be known as a Member of the Corporate Enforcement Authority (in this Chapter referred to as a ‘Member’). (3) Subject to subsections (4) to (7) and section 944I, a Member shall be appointed by the Minister on the recommendation of the Public Appointments Service acting in accordance with the Act of 2004 and the appointment shall be on a full-time basis for a period not exceeding 5 years from the date of his or her appointment. (4) (a) Subject to section 944H and Schedule 22, the relevant person shall, on the establishment day, be a Member for the remainder of his or her term of holding the office of Director left to elapse from and including the establishment day, and upon terms and conditions no less favourable than the relevant terms and conditions. (b) In this subsection— ‘relevant person’ means the person (other than an Acting Director or a delegate of the Director) who, immediately before the establishment day, holds the office of Director; ‘relevant terms and conditions’, in relation to the relevant person, means the terms and conditions to which the person was entitled to immediately before the establishment day by virtue of holding the office of Director and that are in addition to the terms and conditions to which he or she is entitled to under the Civil Service Regulation Act 1956 by virtue of being a civil servant. (5) The Public Appointments Service shall ensure that a person is recommended under subsection (3) for appointment only if satisfied that the person has the qualifications, experience and skills necessary to enable the Authority to effectively perform its functions. (6) A Member to whom subsection (3) applies and whose term of office expires by the elapse of time may be reappointed to the Authority by the Minister for one further period not exceeding 5 years from the date of his or her reappointment and without the need for the recommendation referred to in that subsection. 10 [2021.] Companies (Corporate [No. 48.] PT.2 S.10 Enforcement Authority) Act 2021. Acting Member 944I. (1) Where one Member only stands appointed for the time being under section 944F, the Minister may authorise in writing a person (which may be a member of staff of the Authority) to perform the functions of a Member during any period when that Member is absent from duty or absent from the State or is, for any other reason, unable to perform the functions of a Member. (2) Where a vacancy occurs in the office of Member and no Member stands appointed for the time being under section 944F, the Minister may authorise in writing a person (which may be a member of staff of the Authority) to perform the functions of a Member during the period of that vacancy. (3) An authorisation under subsection (2) shall not remain in force for a period of more than 6 months unless the Minister is satisfied that it is not practicable for an appointment under section 944F to be made within that period, in which case he or she may extend that period by such further period as he or she is satisfied is a period within which it is practicable for an appointment to be made under that section. (4) The Minister may at any time terminate an authorisation under this section. (5) A person in respect of whom an authorisation under this section is in force may perform the functions of a Member under this Act, and, for that purpose, references to a Member in this Chapter (other than in sections 944F(3), 944H(2) and 944L) and in Schedule 22 shall be construed as including references to that person. Assignment and transfer of staff to Authority 944J.(1) Subject to section 944F(4), every civil servant who, immediately before the establishment day, stands assigned to act as a member of staff of the office of the Director shall, on the establishment day, stand assigned to act as a member of staff of the Authority. (2) The Minister may, as he or she considers appropriate, designate in writing such and so many persons who stand assigned under subsection (1) to act as members of staff of the Authority to become and be members of staff of the Authority on and from such date as the Minister may specify in the designation (in this section referred to as the ‘effective date’). (3) A member of staff designated in accordance with subsection (2) shall become and be a member of staff of the Authority on and from the effective date. Staff of Authority, etc. 944K.(1) Subject to subsection (3) and section 944F, the Authority may appoint such number of persons to be members of its staff as it may determine. 13 PT.2 S.10 [No. 48.] Companies (Corporate [2021.] Enforcement Authority) Act 2021. (2) Subject to subsection (3), the Authority shall determine the grades of members of its staff and the numbers in each grade. (3) A determination of the Authority under subsection (1) or (2) is subject to the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform. (4) The Authority may authorise in writing an officer or officers of the Authority to perform, on its behalf, a specified function or functions of the Authority and such officer or officers so authorised may perform such function or functions accordingly. (5) An officer of the Authority who performs any of its functions is presumed in any proceedings to have been authorised to do so on its behalf, unless the contrary is shown. (6) Members of the staff of the Authority are civil servants. (7) The terms and conditions of service of a member of the staff of the Authority shall, with the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform, be such as may be determined from time to time by the Authority. (8) There shall be paid by the Authority to the members of its staff such remuneration and allowances as, from time to time, the Authority, with the approval of the Minister given with the consent of the Minister for Public Expenditure and Reform, determines. (9) The Authority is the appropriate authority (within the meaning of the Act of 2004 and the Civil Service Regulation Acts 1956 to 2005) in relation to its staff. Superannuation of Members 944L.(1) The Minister shall, if he or she considers it appropriate to do so and with the consent of the Minister for Public Expenditure and Reform, make and carry out a scheme or schemes for the granting of superannuation benefits to or in respect of the Members (other than a Member who is a civil servant). (2) Each superannuation scheme shall fix the terms and conditions of retirement for all persons to or in respect of whom superannuation benefits are payable under the scheme, and different terms and conditions may be fixed in respect of different classes of persons. (3) A superannuation scheme may be amended or revoked by a subsequent scheme made under this section by the Minister with the consent of the Minister for Public Expenditure and Reform. (4) The Minister shall not grant, or enter into any arrangement for the provision of, any superannuation benefit to or in respect of a person referred to in subsection (1) except— 14 [2021.] Companies (Corporate [No. 48.] PT.2 S.10 Enforcement Authority) Act 2021. (a) in accordance with a superannuation scheme made under this section, or (b) with the consent of the Minister for Public Expenditure and Reform. (5) In the case of a dispute as to the claim of any person to, or the amount of, any superannuation benefit payable under a superannuation scheme made under this section— (a) the dispute shall be submitted to the Minister, (b) the Minister shall refer the dispute to the Minister for Public Expenditure and Reform for his or her determination of it, and (c) the decision of the Minister for Public Expenditure and Reform shall be final. (6) Every superannuation scheme made by the Minister under this section shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the scheme is passed by either such House within the next 21 days on which that House has sat after the scheme is laid before it, the scheme shall be annulled accordingly, but without prejudice to the validity of anything previously done thereunder. Secondment to Authority of member of Garda Síochána 944M.(1) This section applies where a member of the Garda Síochána has been seconded to the Authority. (2) Notwithstanding the secondment, and without prejudice to section 944D(4), the person seconded shall continue to be under the general direction and control of the Commissioner of the Garda Síochána. (3) For the purposes of this Act and for the purposes outside this Act, the person seconded— (a) shall continue to be vested with the powers and to be subject to the duties of a member of the Garda Síochána, and (b) may continue to exercise those powers and perform those duties. (4) A member of the Garda Síochána seconded to the office of the Director immediately before the establishment day shall, on the establishment day, be seconded to the Authority on the same terms and conditions on which he or she was seconded to that office, and the other provisions of this section shall apply to the member accordingly. Accountability of Authority to Committee of Public Accounts 944N. (1) The chairperson shall, whenever required in writing to do so by the Committee of Public Accounts, give evidence to that Committee in relation to— 15 PT.2 S.10 [No. 48.] Companies (Corporate [2021.] Enforcement Authority) Act 2021. (c) for the performance by the Authority of a function or functions of the Authority. (4) Nothing in subsection (1) shall prevent the disclosure of information to any member of the Garda Síochána if that information, in the opinion of the Authority, may relate to the commission of an offence other than an offence under this Act. (5) A person who contravenes this section shall be guilty of a category 2 offence. Disclosure of information to Authority 944Q. (1) Notwithstanding any other law— (a) the Competition and Consumer Protection Commission, (b) a member of the Garda Síochána, (c) an officer of the Revenue Commissioners, (d) the Insolvency Service of Ireland, (e) the Irish Takeover Panel, (f) the Registrar, (g) the registrar of friendly societies, or (h) such other authority or other person as may be prescribed, may disclose to the Authority or an officer of the Authority information to which this subsection applies. (2) Subsection (1) applies to information that, in the opinion of the Authority or other person referred to in any of paragraphs (a) to (g) of that subsection disclosing, or seeking to disclose the information— (a) relates to the commission of an offence under this Act or non- compliance otherwise with this Act or with the duties and obligations to which companies and their officers are subject, or (b) is information that could materially assist the Authority or an officer of the Authority in investigating— (i) whether an offence under this Act has been committed or whether there has been non-compliance otherwise with this Act or with the duties and obligations to which companies and their officers are subject, or (ii) without prejudice to the generality of subparagraph (i), in a case where the making of an application for a disqualification order in relation to a particular person in accordance with section 842(h) is contemplated, whether and to what extent the matters 18 [2021.] Companies (Corporate [No. 48.] PT.2 S.10 Enforcement Authority) Act 2021. mentioned in section 843(3) apply in the circumstances concerned. (3) Without prejudice to the generality of subsection (1), an officer of the Revenue Commissioners shall, notwithstanding any other law, be permitted to give or produce evidence relating to taxpayer information (within the meaning of section 851A of the Taxes Consolidation Act 1997) in connection with any proceedings initiated under this Act. (4) For the avoidance of doubt, the fact that particular circumstances specified in subsection (2)(a) or (b) have been invoked by an authority or other person as the basis for disclosure by it or him or her of information under that subsection shall not prevent the Authority or an officer of the Authority from using the information in relation to other circumstances specified in that subsection. Restriction of application of certain articles of Data Protection Regulation 944R.(1) Articles 14 (information to be provided where personal data have not been obtained from the data subject) and 15 (right of access by the data subject) of the Data Protection Regulation are restricted, to the extent necessary and proportionate to safeguard the effective performance by the Authority of its functions referred to in subsection (1)(b) and (e) of section 944D, where the performance of those functions give rise to the processing of personal data to which the Data Protection Regulation applies. (2) In this section, ‘Data Protection Regulation’ means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 20161 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation). Transfer of rights and liabilities, and continuation of leases, licences and permissions granted by office of Director 944S.(1) On the establishment day, all property (other than land) that, immediately before that day, was vested in the Director, shall stand vested in the Authority without any assignment. (2) A chose in action vested in the Authority under subsection (1) may, on and after the establishment day, be sued on, recovered or enforced by the Authority in its own name, and the Authority or the Minister need not give notice of such vesting to any person bound by the chose in action. (3) On the establishment day, all books, papers and other records that were books, papers and records of the Director immediately before 1 OJ No. L119, 4.5.2016, p.1 19 PT.2 S.10 [No. 48.] Companies (Corporate [2021.] Enforcement Authority) Act 2021. that day shall be books, papers and records of the Authority and shall, accordingly, be transferred to the Authority. (4) Any contract, agreement or arrangement made between the Director and any other person and in force immediately before the establishment day— (a) continues in force on or after that day, and (b) has effect as if the name of the Authority were substituted in the contract, agreement or arrangement for the Director. (5) If, immediately before the establishment day, any proceedings are pending in any court or tribunal to which the Director is a party, the name of the Authority is substituted in the proceedings, and the proceedings do not abate by reason of the substitution. (6) Nothing in this Act affects the validity of any act done or in the course of being done before the establishment day by or on behalf of the Director and any such act, if and in so far as it was operative immediately before that day, has effect on and after that day as if it had been done by or on behalf of the Authority. Annual report 944T. (1)The Authority shall, as soon as practicable but in any event not later than 4 months after the end of each financial year, prepare and submit to the Minister a report on its activities in that year (in this section referred to as the ‘annual report’), and the Minister shall, as soon as may be after receiving the annual report, cause copies of the annual report to be laid before each House of the Oireachtas. (2) Notwithstanding subsection (1), if, but for this subsection, the first annual report would relate to a period of less than 6 months, the first annual report shall relate to that period and to the financial year immediately following that period and shall be made as soon as may be, but not later than 4 months after the end of that year. (3) An annual report shall include information in such form and regarding such matters as the Minister may direct but nothing in this subsection shall be construed as requiring the Authority to include information the inclusion of which would, in the opinion of the Authority, be likely to prejudice the performance of its functions. (4) The Authority may from time to time provide the Minister with such information about the performance of its functions as it considers appropriate and shall provide the Minister with advice on any matter relating to those functions, as the Minister may from time to time request (other than information the provision of which would, in the opinion of the Authority, be likely to prejudice the performance of its functions). 20 [2021.] Companies (Corporate [No. 48.] PT.2 S.10 Enforcement Authority) Act 2021. and, immediately after the audit, a copy of the accounts, and of such other accounts (if any) as the Minister, after consultation with the Minister for Public Expenditure and Reform, may direct and a copy of the Comptroller and Auditor General’s report on the accounts shall be presented to the Minister who shall, as soon as may be after they are so presented, cause copies thereof to be laid before each House of the Oireachtas. Final annual report of Director 944Y. (1) The Authority shall prepare a final annual report for the Director. (2) Section 944T shall apply, with all necessary modifications, in relation to an annual report prepared under this section. CHAPTER 3B Investigation of director or former director of public-interest entity to find whether such director has engaged in certain prohibited conduct, etc. Definitions (sections 944Z to 944AH) 944Z. (1) In this section and sections 944AA to 944AH— ‘court’ means the High Court; ‘monetary sanction’, in relation to a relevant director, means the monetary sanction referred to in section 944AB(2)(c); ‘public notice of relevant sanction imposed’, in relation to a relevant director, means the publication in accordance with section 944AE(1) of the relevant director’s particulars referred to in that section together with the other related particulars referred to in that section; ‘relevant contravention’ has the meaning assigned to it by section 900; ‘relevant decision’, in relation to a relevant director, means— (a) a decision under section 944AA(2) that the director has engaged in conduct giving rise (whether in whole or in part) to a relevant contravention, (b) if, in consequence of a decision referred to in paragraph (a), the Authority decides under section 944AA(2) to impose a relevant sanction on the relevant director, the decision to impose that sanction, or (c) both such decisions; ‘relevant director’ has the meaning assigned to it by section 900; ‘relevant sanction’, in relation to a relevant director, means a sanction referred to in section 944AB(2); 23 PT.2 S.10 [No. 48.] Companies (Corporate [2021.] Enforcement Authority) Act 2021. ‘section 944AD agreement’ shall be read in accordance with section 944AD(1); ‘Supervisory Authority’ has the meaning assigned to it by section 900. Provisions applicable where Authority receives particulars, etc., from Supervisory Authority concerning relevant contravention and relevant director 944AA. (1)This section applies where— (a) the Authority has received from the Supervisory Authority particulars referred to in section 936A(2) and (where applicable) information and documents and assistance referred to in section 936A(3), and (b) in consequence thereof, the Authority has investigated under Part 13 a relevant director in order to find whether or not the relevant director has engaged in conduct giving rise (whether in whole or in part) to a relevant contravention. (2) Subject to section 944AH(3) and (4), where the Authority finds that a relevant director has engaged in conduct giving rise (whether in whole or in part) to the relevant contravention, the Authority may impose such relevant sanction on the relevant director as the Authority considers appropriate after having regard to the circumstances referred to in section 944AC(2). (3) Subject to subsection (4), the relevant director the subject of a relevant decision may appeal to the court against the decision. (4) An appeal under subsection (3) shall be brought within 3 months after the date on which the relevant director was notified of the relevant decision by the Authority. (5) A finding or relevant decision of the Authority under this section is not a bar to any civil or criminal proceedings against the relevant director who is the subject of the finding or relevant decision. (6) Subject to subsection (7), the Corporate Enforcement Authority shall, as soon as practicable after imposing under this section a relevant sanction on a relevant director, give particulars of the relevant director and of the sanction imposed to the Supervisory Authority. (7) The Corporate Enforcement Authority shall immediately communicate to the Supervisory Authority particulars of any direction given by the Authority under section 944AB(2)(b). Sanctions which Authority may impose on relevant director for certain conduct 944AB.(1)This section applies to a relevant director the subject of a decision under section 944AA(2) that the director has engaged in conduct giving rise (whether in whole or in part) to a relevant contravention. 24 [2021.] Companies (Corporate [No. 48.] PT.2 S.10 Enforcement Authority) Act 2021. (2) Subject to section 944AC, the Authority may impose on the relevant director one or more of the following sanctions in relation to the relevant contravention: (a) a direction to the relevant director that he or she cease the conduct giving rise (whether in whole or in part) to the contravention and abstain from any repetition of that conduct; (b) a direction to the relevant director prohibiting the director, for the period specified in the direction (being a period of not more than 3 years’ duration), from performing functions in audit firms or public-interest entities; (c) subject to section 944AF, a direction to the director to pay an amount, as specified in the direction but not exceeding €100,000, to the Authority. (3) In default of payment of an amount referred to in subsection (2)(c), the Authority may recover that amount as a simple contract debt in any court of competent jurisdiction. Relevant circumstances to be considered in imposing relevant sanctions on relevant director 944AC.(1) This section applies to a relevant director the subject of a decision under section 944AA(2) that the director has engaged in conduct giving rise (whether in whole or in part) to a relevant contravention. (2) In imposing a relevant sanction on a relevant director, the Authority shall consider the following circumstances: (a) the gravity and duration of the relevant contravention; (b) the degree of responsibility of the relevant director; (c) the financial strength of the relevant director (including the annual income of the director); (d) the amount of profits gained or losses avoided by the relevant director in consequence of the contravention, in so far as they can be determined; (e) the level of cooperation of the relevant director with the Supervisory Authority or Corporate Enforcement Authority, or both; (f) previous impositions of relevant sanctions on the relevant director (including relevant sanctions within the meaning of section 957AA as in force before the commencement of section 3 of the Companies (Corporate Enforcement Authority) Act 2021). Resolution of suspected certain conduct by agreement - relevant director 944AD.(1)Subject to subsection (2), if the Authority believes on reasonable grounds that a relevant director has engaged in conduct (in this section 25 PT.2 S.10 [No. 48.] Companies (Corporate [2021.] Enforcement Authority) Act 2021. (c) the Authority is of the opinion that the publication of those particulars in accordance with subsection (1) would cause disproportionate damage to the relevant director. (4) Subsection (2) shall not apply in any case where subsection (3) applies. (5) The Authority shall ensure that particulars published on its website in accordance with subsection (1) or (2) remain on its website for at least 5 years. (6) The Corporate Enforcement Authority shall, as soon as practicable after publishing a public notice of a relevant sanction imposed in relation to a relevant director, give particulars of the relevant director and of the relevant sanction imposed to the Supervisory Authority. Limitations on imposing monetary sanctions on relevant director 944AF.(1) If the Authority decides to impose a monetary sanction on a relevant director, the Authority shall not impose an amount that would be likely to cause the relevant director to be adjudicated bankrupt. (2) If the conduct engaged in by the relevant director has given rise (whether in whole or in part) to 2 or more relevant contraventions, the Authority shall not impose more than one monetary sanction on the relevant director in respect of the same conduct. Relevant director not to be liable to be penalised twice for same conduct 944AG.(1) If the Authority imposes a monetary sanction on a relevant director and the conduct engaged in by the relevant director that has given rise (whether in whole or in part) to the relevant contravention is an offence under the law of the State, the relevant director shall not be liable to be prosecuted or punished for the offence under that law. (2) The Authority shall not impose a monetary sanction on a relevant director if— (a) the relevant director has been charged with having committed an offence under a law of the State and has either been found guilty or not guilty of having committed the offence, and (b) the offence involves the conduct engaged in by the relevant director that has given rise (whether in whole or in part) to the relevant contravention. Appeals to and orders of court, including orders confirming decisions of Authority 944AH.(1) In an appeal under section 944AA(3), the court may consider any evidence adduced or argument made, whether or not adduced or made to the Authority. (2) On the hearing of such an appeal, the court may make any order or give any direction it thinks fit, including an order— 28 [2021.] Companies (Corporate [No. 48.] PT.2 S.10 Enforcement Authority) Act 2021. (a) confirming the decision under appeal, or (b) modifying or annulling that decision. (3) A relevant decision, in so far as it relates to the imposition of a relevant sanction on a relevant director, does not take effect until that decision is confirmed by the court either— (a) on appeal under section 944AA(3), or (b) on application by the Authority under subsection (4). (4) On application by motion on notice by the Authority for an order confirming a decision referred to in subsection (3), the court may make an order confirming the decision or may refuse to make such an order. (5) On an application under section 944AD(4) for an order compelling compliance with a section 944AD agreement, the court may make any order or give any direction as it thinks fit.”. Amendment of Principal Act - insertion of Schedule 22 11. The Principal Act is amended by the insertion of the text set out in Schedule 2 as Schedule 22 to that Act. Amendment of Principal Act in relation to references to Director 12. (1) Each provision of the Principal Act specified in column (2), opposite a reference number specified in column (1), is amended by the substitution of the words specified in column (4), opposite that reference number, for the words specified in column (3) opposite that reference number. (2) In subsection (1), a reference to a column is a reference to a column in the table set out in Schedule 2. Savings 13. Nothing in this Part or Schedule 1 or 2 affects the validity of any act done before the establishment day (within the meaning of section 944A of the Principal Act) by or under the authority of the Director of Corporate Enforcement and every such act shall, if and in so far as it was operative immediately before that day, have effect on and after that day as if it had been done by or on behalf of the Corporate Enforcement Authority. 29 [No. 48.] Companies (Corporate [2021.] Enforcement Authority) Act 2021. PART 3 AMENDMENT OF PRINCIPAL ACT - SHARE CAPITAL Amendment of section 71 of Principal Act 14. Section 71 of the Principal Act is amended— (a) in subsection (5), by the insertion of “subsection (5A) and” after “Subject to”, and (b) by the insertion of the following subsection after subsection (5): “(5A) The share premium account may be applied by the company— (a) in writing off— (i) the preliminary expenses of the company, or (ii) the expenses of, or the commission paid on, any issue of shares or debentures of the company, or (b) in providing for the premium payable on redemption of any redeemable preference shares issued by the company before 1 July 1991 or of any debentures of the company issued by a company before 1 June 2015.”. Amendment of section 82 of Principal Act 15. Section 82 of the Principal Act is amended, in subsection (6)(n), by the deletion of “to intermediaries,”. Amendment of section 91 of Principal Act 16. Section 91 of the Principal Act is amended— (a) in subsection (1), by the deletion of “(with the result that its company capital is thereby re-organised)”, (b) by the substitution of the following subsection for subsection (4): “(4) A transaction to which subsection (1) applies shall not be undertaken unless— (a) it is approved by the relevant company by employing the Summary Approval Procedure, (b) it is approved by special resolution passed by the relevant company that is confirmed by the court under section 85 as if that resolution were providing for a reduction of the company’s company capital (and the provisions of sections 84 to 87 shall apply accordingly with the necessary modifications), or 30 [2021.] Companies (Corporate [No. 48.] PT.3 S.23 Enforcement Authority) Act 2021. (iii) involve the company in the payment of any additional stamp duty or other duty on any conveyance of any property made, or to be made, to the company.”. Amendment of section 1087A of Principal Act 24. Section 1087A of the Principal Act is amended by the substitution of the following definition for the definition of “relevant securities”: “ ‘relevant securities’ means securities that are— (a) issued by a relevant issuer, and (b) registered in the name of— (i) a central securities depository, or (ii) a body as may from time to time be nominated by a central securities depository to hold securities represented in that depository’s securities settlement system;”. Amendment of section 1230 of Principal Act 25. Section 1230 of the Principal Act is amended, in the Table to that section— (a) in Part 1, by the insertion of the following: “Acquisition of own shares Supplemental provisions in relation to section 105 Section 105(2) and (3) Section 106(4)” after the following: “Variation in capital Chapter 4 of Part 3 (other than sections 83, 89, 90, 92 and 93)”, and (b) in Part 2, by the insertion of the following: “Acquisition of own shares Supplemental provisions in relation to section 105 Section 105(2) and (3) Section 106(4)” after the following: “Variation in capital Chapter 4 of Part 3 (other than sections 83, 89, 90, 92 and 93)”. PART 4 AMENDMENT OF PRINCIPAL ACT - CORPORATE GOVERNANCE Amendment of section 131 of Principal Act 26. Section 131 of the Principal Act is amended, in subsection (2), by the insertion of “or 33 PT.4 S.26 [No. 48.] Companies (Corporate [2021.] Enforcement Authority) Act 2021. secretary” after “director”. Amendment of section 151 of Principal Act 27. Section 151 of the Principal Act is amended— (a) in subsection (1), by the substitution of “A company” for “Subject to subsection (5), a company”, and (b) by the deletion of subsection (5). Amendment of section 184 of Principal Act 28. Section 184 of the Principal Act is amended by the substitution of “, vote and to demand or join in demanding a poll” for “and vote”. Amendment of section 930 of Principal Act 29. Section 930 of the Principal Act is amended, in subsection (2), by the deletion of paragraph (f). Disapplication of section 181(5)(d) in respect of certain CLGs 30. The Principal Act is amended by the insertion of the following section after section 1204: “1204A. Section 181(5)(d) shall not apply to a CLG where the CLG’s constitution does not permit its members to appoint proxies.”. PART 5 AMENDMENT OF PRINCIPAL ACT - MISCELLANEOUS Amendment of section 198 of Principal Act 31. Section 198 of the Principal Act is amended, in subsection (4)(f), by the insertion of “or 586(2)” after “section 580”. Amendment of section 633 of Principal Act 32. Section 633 of the Principal Act is amended by the insertion of the following subsections after subsection (3): “(3A) The Authority may, by notice in writing given to a person standing to be qualified for appointment, or who is so qualified, as liquidator, request the person to provide the Authority, within 28 days of the receipt by the person of the notice, with such evidence specified in the notice as the Authority may require, to prove to the Authority that the person complies with the requirements of the Table to this section. 34 [2021.] Companies (Corporate [No. 48.] PT.5 S.32 Enforcement Authority) Act 2021. (3B) Any person who, without just cause, fails to comply with a request under subsection (3A) shall be guilty of a category 4 offence.”. Amendment of section 681 of Principal Act 33. Section 681 of the Principal Act is amended, in subsection (3)(b), by the substitution of “other” for “greater”. Amendment of section 819 of Principal Act 34. Section 819 of the Principal Act is amended by the substitution of the following subsection for subsection (1): “(1) On the application of a person referred to in section 820(1) and subject to subsection (2), the court shall declare that a person who was a director of— (a) an insolvent company, (b) an insolvent company who failed to convene a general meeting of shareholders for the purpose of nominating a named liquidator, (c) an insolvent company at such a general meeting who fails to table a notice to nominate such liquidator, or (d) an insolvent company who has failed to provide the required notice to employees of the company in the winding up of the company, shall not, for a period of 5 years, be appointed or act in any way, directly or indirectly, as a director or secretary of a company, or be concerned in or take part in the formation or promotion of a company, unless the company meets the requirements set out in subsection (3).”. Cases in which director must supply certain data 35. The Principal Act is amended by the insertion of the following section after section 888: “888A. (1) On and after the commencement of section 35 of the Companies (Corporate Enforcement Authority) Act 2021 and notwithstanding section 262(9) of the Social Welfare Consolidation Act 2005, a director shall include his or her personal public service number (or, in any case where the director does not have a personal public service number, such other information concerning the identity of the director as stands determined by the Registrar for the purposes of this section) in— (a) an application made under this Act by him or her to incorporate a company, (b) an annual return made under this Act by a company of which he or she is a director, and 35 SCH.1 [No. 48.] Companies (Corporate [2021.] Enforcement Authority) Act 2021. (b) a member of the European Parliament, or (c) entitled under the standing orders of a local authority to sit as a member thereof, shall, while he or she is so entitled as mentioned in clause (a) or (c) or is such a member as mentioned in clause (b), be disqualified for membership of the Authority or for employment in any capacity by the Authority.”. 38 [2021.] Companies (Corporate [No. 48.] Enforcement Authority) Act 2021. SCHEDULE 2 Section 12 AMENDMENT OF PRINCIPAL ACT IN RELATION TO REFERENCES TO DIRECTOR OF CORPORATE ENFORCEMENT Reference No. (1) Provision of Principal Act (2) Words to be substituted (3) Substituting words (4) 1 section 133(1) Director of Corporate Enforcement has reason to believe that a director or secretary of a company is an undischarged bankrupt, the Director of Corporate Enforcement Authority has reason to believe that a director or secretary of a company is an undischarged bankrupt, the Authority 2 section 133(2) Director Authority 3 section 133(3) Director of Corporate Enforcement Authority 4 section 133(4) Director of Corporate Enforcement Authority 5 section 166(5) Director of Corporate Enforcement, produce to the Director for inspection the book or books kept in accordance with subsection (1) by it and shall give to the Director of Corporate Enforcement such facilities for inspecting and taking copies of the contents of the book or books as the Director Authority, produce to the Authority for inspection the book or books kept in accordance with subsection (1) by it and shall give to the Authority such facilities for inspecting and taking copies of the contents of the book or books as the Authority 6 section 175(5) Director of Corporate Enforcement may, on the application of any member of the company, call or direct the calling of a general meeting of the company and give such ancillary or consequential directions as the Director of Corporate Enforcement Authority may, on the application of any member of the company, call or direct the calling of a general meeting of the company and give such ancillary or consequential directions as the Authority 7 section 175(7) Director of Corporate Enforcement Authority 8 section 175(10) Director of Corporate Enforcement Authority 39 SCH.2 [No. 48.] Companies (Corporate [2021.] Enforcement Authority) Act 2021. Reference No. (1) Provision of Principal Act (2) Words to be substituted (3) Substituting words (4) 9 section 199(5) Director of Corporate Enforcement, produce to the Director for inspection the book or books kept in accordance with subsection (1) by it and shall give the Director of Corporate Enforcement such facilities for inspecting and taking copies of the contents of the book or books as the Director Authority, produce to the Authority for inspection the book or books kept in accordance with subsection (1) by it and shall give the Authority such facilities for inspecting and taking copies of the contents of the book or books as the Authority 10 section 210(1)(b) Director of Corporate Enforcement Authority 11 section 231(8) Director of Corporate Enforcement, produce to the Director for inspection the book kept by it in accordance with subsection (6) and shall give the Director such facilities for inspecting and taking copies of the contents of the book as the Director Authority, produce to the Authority for inspection the book kept by it in accordance with subsection (6) and shall give the Authority such facilities for inspecting and taking copies of the contents of the book as the Authority 12 section 253(6) Director of Corporate Enforcement Authority 13 section 288(10)(c) Director Authority 14 section 312(9) Director, produce to the Director for inspection the register kept by it in accordance with subsection (1) and shall give the Director such facilities for inspecting and taking copies of the contents of the register as the Director Authority, produce to the Authority for inspection the register kept by it in accordance with subsection (1) and shall give the Authority such facilities for inspecting and taking copies of the contents of the register as the Authority 15 section 335(5) Director of Corporate Enforcement Authority 16 section 335(5)(a) Director Authority 17 section 335(5)(b) Director such information, as the Director Authority such information, as the Authority 40 [2021.] Companies (Corporate [No. 48.] SCH.2 Enforcement Authority) Act 2021. Reference No. (1) Provision of Principal Act (2) Words to be substituted (3) Substituting words (4) 48 section 534(6)(b) Director of Corporate Enforcement Authority 49 section 553(3)(c) Director of Corporate Enforcement Authority 50 section 558(1) Director of Corporate Enforcement Authority 51 section 567(2) Director’s Authority’s 52 section 567(3) Director Authority 53 section 567(5) Director pursuant to subsection (3) shall not be made in favour of the Director Authority pursuant to subsection (3) shall not be made in favour of the Authority 54 section 567(6) Director Authority 55 section 567(7) Director Authority 56 section 569(1)(g) Director Authority 57 section 571(4) Director Authority 58 section 592(3) Director Authority 59 section 612(2) Director Authority 60 section 631(1)(c) Director Authority 61 the Table to section 633, paragraph 5(ii) Director Authority 62 section 634(6)(a) (ii) Director Corporate Enforcement Authority 63 section 635(5)(a) (ii) Director Corporate Enforcement Authority 64 section 638(1) Director Authority 65 section 641(2) Director Authority 66 section 643(6) Director Authority 67 section 643(9) Director Authority 68 section 644(2)(ii) Director of Corporate Enforcement Authority 69 section 652(3) Director Authority 70 section 653(2) Director Authority 71 section 653(3) Director may Authority may 72 section 653(3)(a) his or her its 73 section 653(3)(b) Director Authority 74 section 653(3) Director the books Authority the books 75 section 653(5)(a) Director Authority 76 section 653(5)(b) Director Authority 77 section 653(5)(c) Director Authority 78 section 653(6) Director Authority 79 section 653(8)(c) Director Authority 80 section 653(8)(d) Director Authority 81 section 670 Director Authority 82 section 671(1)(b) Director Authority 83 section 672(1) Director Authority 84 section 672(2) Director Authority 43 SCH.2 [No. 48.] Companies (Corporate [2021.] Enforcement Authority) Act 2021. Reference No. (1) Provision of Principal Act (2) Words to be substituted (3) Substituting words (4) 85 section 672(4) Director except in respect of the Director’s Authority except in respect of the Authority’s 86 section 675(2)(b) Director Authority 87 section 679(1) Director Authority 88 section 679(2) Director, or his or her Authority, or its 89 section 682(2) Director thereafter, provide to the Director Authority thereafter, provide to the Authority 90 section 682(3) The Director may The Authority may 91 section 682(3)(a) Director Authority 92 section 682(3)(b) Director for the purpose of the Director’s appraisal of such a report or the Director’s examination of any fact or allegation contained in it or which comes to the Director’s knowledge by reason of an answer given under paragraph (a) or otherwise through the Director’s Authority for the purpose of the Authority’s appraisal of such a report or the Authority’s examination of any fact or allegation contained in it or which comes to the Authority’s knowledge by reason of an answer given under paragraph (a) or otherwise through the Authority’s 93 section 682(4) Director’s powers under subsection (3) are in addition to the powers of the Director Authority’s powers under subsection (3) are in addition to the powers of the Authority 94 section 683(3)(a) Director has relieved the liquidator of the obligation to make the application under section 819(1) in relation to the winding up concerned or a particular director or directors (which power to so relieve is conferred on the Director Authority has relieved the liquidator of the obligation to make the application under section 819(1) in relation to the winding up concerned or a particular director or directors (which power to so relieve is conferred on the Authority 95 section 683(3)(b) Director Authority 96 section 683(4)(a) Director has notified the liquidator that the Director Authority has notified the liquidator that the Authority 97 section 683(4)(b) Director Authority 98 section 686(b) Director of Corporate Enforcement Authority 44 [2021.] Companies (Corporate [No. 48.] SCH.2 Enforcement Authority) Act 2021. Reference No. (1) Provision of Principal Act (2) Words to be substituted (3) Substituting words (4) 99 section 688(1) Director Authority 100 section 723(3) Director of Corporate Enforcement Authority 101 section 723(4)(a) Director of Corporate Enforcement such information, relating to the matter in question, as he or she Authority such information, relating to the matter in question, as it 102 section 723(4)(b) give to him or her such access to, and facilities for inspecting and taking copies of, such documents (being documents in the possession or under the control of the liquidator and relating to the matter in question) as he or she give to the Authority such access to, and facilities for inspecting and taking copies of, such documents (being documents in the possession or under the control of the liquidator and relating to the matter in question) as the Authority 103 section 723(7) Director of Corporate Enforcement Authority 104 section 723(8) Director of Corporate Enforcement, the liquidator Authority, the liquidator 105 section 723(8)(a) Director of Corporate Enforcement such information, relating to the matter in question, as he or she Authority such information, relating to the matter in question, as it 106 section 723(8)(b) him or her such access to, and facilities for inspecting and taking copies of, such documents (being documents in the possession or under the control of the liquidator and relating to the matter in question) as he or she the Authority such access to, and facilities for inspecting and taking copies of, such documents (being documents in the possession or under the control of the liquidator and relating to the matter in question) as the Authority 107 section 723(9)(b) Director of Corporate Enforcement Authority 108 section 724(1)(b) Director of Corporate Enforcement Authority 109 section 724(1) Director of Corporate Enforcement considers Authority considers 45 SCH.2 [No. 48.] Companies (Corporate [2021.] Enforcement Authority) Act 2021. Reference No. (1) Provision of Principal Act (2) Words to be substituted (3) Substituting words (4) 143 section 767(5) Director under this section when required by the Director to do so, the court, on application by the Director, and having given the person an opportunity to be heard, may make an order requiring the person to comply with the Director’s Authority under this section when required by the Authority to do so, the court, on application by the Authority, and having given the person an opportunity to be heard, may make an order requiring the person to comply with the Authority’s 144 section 768(1) Director considers that there is any difficulty in finding out the relevant facts about any shares (whether issued or to be issued), the Director Authority considers that there is any difficulty in finding out the relevant facts about any shares (whether issued or to be issued), the Authority 145 section 769(1) The Director may The Authority may 146 section 769(1)(a) Director is satisfied that the relevant facts about the shares have been disclosed to him or her Authority is satisfied that the relevant facts about the shares have been disclosed to it 147 section 769(1)(b) Director Authority 148 section 769(2) Director Authority 149 section 770 Director Authority 150 section 771(1) Director directs that shares shall be subject to the restrictions imposed under section 768 or refuses to direct that such restrictions shall cease to apply to the shares, any person aggrieved by the direction or refusal of the Director Authority directs that shares shall be subject to the restrictions imposed under section 768 or refuses to direct that such restrictions shall cease to apply to the shares, any person aggrieved by the direction or refusal of the Authority 151 section 771(2)(a) Director Authority 152 section 772(2)(a) Director Authority 153 section 772(2)(b) Director Authority 154 section 772(4)(a) Director Authority 48 [2021.] Companies (Corporate [No. 48.] SCH.2 Enforcement Authority) Act 2021. Reference No. (1) Provision of Principal Act (2) Words to be substituted (3) Substituting words (4) 155 section 775(3) Director or, as the case may be, by a subsequent order of the court (power to provide for which variation or cancellation is conferred on the Director Authority or, as the case may be, by a subsequent order of the court (power to provide for which variation or cancellation is conferred on the Authority 156 section 778 Director Authority 157 section 779 Director may give the direction described in section 778 to a company if the Director Authority may give the direction described in section 778 to a company if the Authority 158 section 780(1) Director has power to require the production of any books or documents from any company, the Director Authority has power to require the production of any books or documents from any company, the Authority 159 section 780(1)(a) Director Authority 160 section 780(1)(b) Director Authority 161 section 780(1)(c) Director Authority 162 section 780(2) Director Authority 163 section 781(2) Director were not Director or Authority were not 164 section 782(1) The Director shall The Authority shall 165 section 782(1)(a) Director Authority 166 section 782(1)(b) Director Authority 167 section 782(2)(a) The Director shall The Authority shall 168 section 782(2)(a) (i) Director Authority 169 section 782(2)(a) (ii) Director’s Authority’s 170 section 782(2)(a) (iii) Director within 21 days after the date of the notification as to why the third party believes the opinion of the Director Authority within 21 days after the date of the notification as to why the third party believes the opinion of the Authority 171 section 782(2)(b) Director Authority 172 section 782(3) Director Authority 173 section 782(4) The Director is not The Authority is not 174 section 782(4)(a) Director Authority 175 section 782(4)(b) Director Authority 176 section 783(1)(a) (i) Director Authority 49 SCH.2 [No. 48.] Companies (Corporate [2021.] Enforcement Authority) Act 2021. Reference No. (1) Provision of Principal Act (2) Words to be substituted (3) Substituting words (4) 177 section 783(1)(b) Director Authority 178 section 783(2) Director Authority 179 section 784(d) Director Authority 180 section 786(1) Director, the court may direct that a company that is the subject of a direction given under section 778 shall be liable to repay the Director Authority, the court may direct that a company that is the subject of a direction given under section 778 shall be liable to repay the Authority 181 section 786(2) Director Authority 182 section 787(5)(v) Director can show it would be appropriate to do the thing concerned and in which the Director Authority can show it would be appropriate to do the thing concerned and in which the Authority 183 section 787(13), in the definition of “designated officer” Director or a duly authorised officer of the Director Authority or a duly authorised officer of the Authority 184 section 788(7) Director or any person affected by the exercise of an extended power of seizure, the court may, if it thinks fit and having had regard, in particular, to any submissions made on behalf of the Director with regard to the progress of any investigation being carried on by the Director Authority or any person affected by the exercise of an extended power of seizure, the court may, if it thinks fit and having had regard, in particular, to any submissions made on behalf of the Authority with regard to the progress of any investigation being carried on by the Authority 185 section 788(8)(b) Director Authority 186 section 789(2)(a) (i) Director Authority 187 section 789(2)(b) Director Authority 188 section 790(1)(b) Director Authority 189 section 791 opinion of the Director opinion of the Authority 190 section 791(k)(ii) Director Authority 191 section 791(k)(iii) Director Authority 192 section 791(k)(iv) Director Authority 193 section 791(l) Director Authority 194 section 791(m) Director Authority 195 section 793(1)(a) (i) Director Authority 50 [2021.] Companies (Corporate [No. 48.] SCH.2 Enforcement Authority) Act 2021. Reference No. (1) Provision of Principal Act (2) Words to be substituted (3) Substituting words (4) 250 section 853(4) Director Authority 251 section 853(6) Director shall not exercise his or her power under section 852(2) in relation to a person where the Director Authority shall not exercise his or her power under section 852(2) in relation to a person where the Authority 252 section 854(1)(a) Director Authority 253 section 854(1)(b) Director Authority 254 section 854(2)(a) Director in relation to the delivery of a notice under section 850(2) or 852(2) or any communication between the Director Authority in relation to the delivery of a notice under section 850(2) or 852(2) or any communication between the Authority 255 section 865(1)(b) Director Authority 256 section 873(1) Director may deliver a notice that complies with subsection (2) to a person if the Director Authority may deliver a notice that complies with subsection (2) to a person if the Authority 257 section 873(2)(c) (i) Director Authority 258 section 873(2)(c) (ii) Director Authority 259 section 873(2)(d) (ii) Director Authority 260 section 873(3)(a) Director Authority 261 section 873(3)(b) Director Authority 262 section 873(3)(c) Director Authority 263 section 873(5) Director Authority 264 section 875(1) or the Director or the Authority 265 section 875(1)(b) Director Authority 266 section 883(3), in the definition of “appropriate officer”, in paragraph (b) Director, the Director or an officer of the Director Authority, the Authority or an officer of the Authority 267 section 884(3) Director and that purports to be certified by the Director, an officer of the Director or any person authorised by the Director Authority and that purports to be certified by the Authority, an officer of the Authority or any person authorised by the Authority 268 section 902(2)(a) Director of Corporate Enforcement Corporate Enforcement Authority 53 SCH.2 [No. 48.] Companies (Corporate [2021.] Enforcement Authority) Act 2021. Reference No. (1) Provision of Principal Act (2) Words to be substituted (3) Substituting words (4) 269 section 930A(2) Director Corporate Enforcement Authority 270 section 930A(4)(a) Director is a competent authority by virtue of subsection (2), a reference in this Chapter (other than this section) and Part 27 to the Supervisory Authority shall include a reference to the Director Corporate Enforcement Authority is a competent authority by virtue of subsection (2), a reference in this Chapter (other than this section) and Part 27 to the Supervisory Authority shall include a reference to the Corporate Enforcement Authority 271 section 930A(4)(b) Director Corporate Enforcement Authority 272 section 930A(4)(c) Director Corporate Enforcement Authority 273 section 930A(5) Director Corporate Enforcement Authority 274 section 930D(2)(b) Director Corporate Enforcement Authority 275 section 931(8) Director giving details of the alleged offence and shall furnish the Director with such further information in relation to the matter as the Director Corporate Enforcement Authority giving details of the alleged offence and shall furnish the Corporate Enforcement Authority with such further information in relation to the matter as the Corporate Enforcement Authority 276 section 931(9) Director Corporate Enforcement Authority 277 section 936A(2) Director Corporate Enforcement Authority 278 section 936A(3) Director such information and documents and assistance as the Director may reasonably require for the Director Corporate Enforcement Authority such information and assistance as the Corporate Enforcement Authority may reasonably require for the Corporate Enforcement Authority 54 [2021.] Companies (Corporate [No. 48.] SCH.2 Enforcement Authority) Act 2021. Reference No. (1) Provision of Principal Act (2) Words to be substituted (3) Substituting words (4) 279 section 936B(1)(c) Director Corporate Enforcement Authority 280 section 936B(2)(e) Director Corporate Enforcement Authority 281 section 936B(2)(f) Director Corporate Enforcement Authority 282 section 1066(6) Director Corporate Enforcement Authority 283 section 1221 Director Authority 284 section 1222 Director Authority 285 section 1275 Director Authority 286 section 1276 Director Authority 287 section 1301(7)(b) Director Authority 288 section 1474(1) Director Corporate Enforcement Authority 289 section 1474(2) Director Corporate Enforcement Authority 290 section 1512(3)(a) Director Corporate Enforcement Authority 291 section 1529(4)(b) Director Corporate Enforcement Authority 292 Schedule 6, paragraph 7(5) Director has reasonable grounds for the belief referred to in section 850(2) or 852(2) by reference to matters or things done or omitted to be done, or circumstances, under the prior Companies Acts as they are operative and applicable in a case where the Director Authority has reasonable grounds for the belief referred to in section 850(2) or 852(2) by reference to matters or things done or omitted to be done, or circumstances, under the prior Companies Acts as they are operative and applicable in a case where the Authority 55