Companies Ammended Act 2009 - Section 8

Disclosure of loans, etc., - amendment of exceptions applicable to directors
of licensed banks and provisions as to offences and other matters.

8.—(1) Section 41 of the Act of 1990 is amended-

(a) by substituting the following subsection for subsection (6):
“(6) Subsections (1) and (2) do not apply for the purposes
of any accounts prepared by any company which is
a licensed bank, or the holding company of a licensed
bank, in relation to—
(a) a transaction or arrangement of a kind
described in section 31 entered into for a person
who at any time during the relevant period
was connected with a director of that company
or that holding company; or
(b) an agreement to enter into such a transaction or
arrangement for a person so connected,
to which the licensed bank is a party.”;
and
(b) by adding the following subsections after subsection (9):


(10) Nothing in this section or sections 42 to 45 prejudices
the operation of any—
(a) rule or other instrument; or
(b) direction or requirement,
made, issued, granted or otherwise created under the Central
Bank Acts 1942 to 1998, the Central Bank and Financial
Services Authority of Ireland Acts 2003 and 2004 or
any other enactment requiring a licensed bank, or a holding
company of a licensed bank, to disclose particulars,
whether in accounts prepared by it or otherwise, of transactions,
arrangements or agreements (whether of the kind
described in section 31 or not) entered into by the
licensed bank.


(11) Where a company makes default in complying
with this section, the company and every person who at
the time of that default is a director of the company shall
be guilty of an offence.


(12) It shall be a defence in proceedings for an offence
under subsection (11) for the defendant to prove that he
took all reasonable steps for securing compliance with the
requirements of this section.”.
(2) Section 43 of the Act of 1990 is amended by substituting the
following subsections for subsections (5) and (6):
“(5) The following, namely—
(a) the group accounts of a company which is, or is the
holding company of, a licensed bank prepared in
accordance with the requirements of section 150 of
the Principal Act; and
(b) the accounts of any other company which is a licensed
bank prepared in accordance with the requirements
of section 148 of the Principal Act,
in respect of the relevant period shall contain a statement in
relation to transactions, arrangements and agreements made
by—
(i) the company preparing the accounts, if it is a licensed
bank; and
(ii) in the case of a holding company, by any of its subsidiaries
which is a licensed bank,
for persons who at any time during the relevant period were
connected with a director of the company of—
(I) the aggregate amounts outstanding at the end of the
relevant period under transactions, arrangements
and agreements coming within any paragraph of subsection
(1) (which transactions, arrangements and
agreements, coming within any particular such paragraph,
are referred to subsequently in this section
as ‘relevant transactions, arrangements and
agreements’);
(II) the aggregate maximum amounts outstanding during
the relevant period under relevant transactions,
arrangements and agreements made for persons so
connected;
(III) the number of persons so connected for whom relevant
transactions, arrangements and agreements
that subsisted at the end of the relevant period were
made; and
(IV) the maximum number of persons so connected for
whom relevant transactions, arrangements and
agreements that subsisted at any time during the relevant
period were made.
(6) A transaction, arrangement or agreement to which subsection
(5) applies need not be included in the statement
referred to in that subsection if—
(a) it is entered into by the company concerned in the
ordinary course of its business, and
(b) its value is not greater, and its terms no more favourable,
in respect of the person for whom it is made,
than that or those which—
(i) the company ordinarily offers, or
(ii) it is reasonable to expect the company to have
offered,
to or in respect of a person of the same financial
standing but unconnected with the company.
(6A) In reckoning the aggregate maximum amounts or the
maximum number of persons referred to in subsection (5)(II)
or (IV), as appropriate, there shall not be counted, as the case
may be—
(a) relevant transactions, arrangements and agreements
made by the company, or a subsidiary of it, referred
to in subsection (5) and which is a licensed bank for
any person connected as mentioned in that subsection
if the aggregate maximum amount outstanding
during the relevant period under relevant transactions,
arrangements and agreements made for that
person does not exceed 3,174.35; or
(b) a person so connected for whom the aggregate
maximum amount outstanding as mentioned in paragraph
(a) does not exceed the amount there
mentioned.”.
(3) Section 43 of the Act of 1990 is further amended—
(a) in subsection (7), by substituting “subsection (2) or (5)”
for “subsection (2), (5) or (6)”;
(b) in subsection (8), by substituting “subsections (2) and (5)”
for “subsections (2), (5) and (6)”;
(c) by deleting subsection (9); and

(d) by adding the following subsections after subsection (10):


(11) Where a company makes default in complying
with this section, the company and every person who at
the time of that default is a director of the company shall
be guilty of an offence.


(12) It shall be a defence in proceedings for an offence
under subsection (11) for the defendant to prove that he
took all reasonable steps for securing compliance with the
requirements of this section.”.

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