Full details of the sanctions are set out in Section 19 of the Act. ANNEX B DEFINITIONS includes Board Convener or any person discharging similar functions under “Chair” alternative decision making structures. code of conduct for members of devolved public bodies “Code” includes a person, whether of the opposite sex or not, who is living with “Cohabitee” you in a relationship similar to that of husband and wife. of companies” has the same meaning as in section 262(1) of the “group” Companies Act 1985. A within s262 (1) of the Companies Act 1985, means “group”, a parent undertaking and its subsidiary undertakings. is an undertaking in relation to another undertaking, a Undertaking” “Parent subsidiary undertaking, if a) it holds a majority of the rights in the undertaking; or b) it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors; or c) it has the right to exercise a dominant influence over the undertaking (i) by virtue of provisions contained in the undertaking’s memorandum or articles or (ii) by virtue of a control contract; or d) it is a councillor of the undertaking and controls alone, pursuant to an agreement with other shareholders or councillors, a majority of the rights in the undertaking. person” means a single individual or legal person and includes a group of “A companies. person” includes individuals, incorporated and unincorporated bodies, trade “Any unions, charities and voluntary organisations. body” means a devolved public body listed in Schedule 3 of the Ethical “Public Standards in Public Life etc. (Scotland) Act 2000, as amended. Undertaking” is a parent or subsidiary company of a principal undertaking “Related of which you are also a director. You will receive remuneration for the principal undertaking though you will not receive remuneration as director of the related undertaking. includes any salary, wage, share of profits, fee, expenses, other “Remuneration” monetary benefit or benefit in kind. This would include, for example, the provision of a company car or travelling expenses by an employer. does not include a former spouse or a spouse who is living separately “Spouse” and apart from you. means: “Undertaking” a) a body corporate or partnership; or
Full details of the sanctions are set out in Section 19 of the Act. ANNEX B DEFINITIONS “Chair” includes Board Convener or any person discharging similar functions under alternative decision making structures. “Code” code of conduct for members of devolved public bodies “Cohabitee” includes a person, whether of the opposite sex or not, who is living with you in a relationship similar to that of husband and wife. of companies” has the same meaning as “group” in section 262(1) of the Companies Act 1985. A “group”, within s262 (1) of the Companies Act 1985, means a parent undertaking and its subsidiary undertakings. “Parent Undertaking” is an undertaking in relation to another undertaking, a subsidiary undertaking, if a) it holds a majority of the rights in the undertaking; or b) it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors; or c) it has the right to exercise a dominant influence over the undertaking (i) by virtue of provisions contained in the undertaking’s memorandum or articles or (ii) by virtue of a control contract; or d) it is a councillor of the undertaking and controls alone, pursuant to an agreement with other shareholders or councillors, a majority of the rights in the undertaking. “A person” means a single individual or legal person and includes a group of companies. “Any person” includes individuals, incorporated and unincorporated bodies, trade unions, charities and voluntary organisations. “Public body” means a devolved public body listed in Schedule 3 of the Ethical Standards in Public Life etc. (Scotland) Act 2000, as amended. “Related Undertaking” is a parent or subsidiary company of a principal undertaking of which you are also a director. You will receive remuneration for the principal undertaking though you will not receive remuneration as director of the related undertaking. “Remuneration” includes any salary, wage, share of profits, fee, expenses, other monetary benefit or benefit in kind. This would include, for example, the provision of a company car or travelling expenses by an employer. “Spouse” does not include a former spouse or a spouse who is living separately and apart from you. “Undertaking” means: a) a body corporate or partnership; or
c64_CodeofCorporateGovernance2018.docx