The Takeover Code - Ninth edition - Better Regulation Ltd

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A8 INTRODUCTION CONTINUED The Panel comprises up to 35 members: (i) the Chairman, who is appointed by the Panel; (ii) up to three Deputy Chairmen, who are appointed by the Panel; (iii) up to twenty other members, who are appointed by the Panel; and (iv) individuals appointed by each of the following bodies:— The Association for Financial Markets in Europe (with separate representation also for its Corporate Finance Committee and Securities Trading Committee) The Association of British Insurers The Association of Investment Companies The Association of Private Client Investment Managers and Stockbrokers The British Bankersʼ Association The Confederation of British Industry The Institute of Chartered Accountants in England and Wales Investment Management Association The National Association of Pension Funds. The Chairman and the Deputy Chairmen are designated as members of the Hearings Committee. Each other Panel member appointed by the Panel under paragraphs (i) to (iii) above is designated upon appointment to act as a member of either the Panelʼs Code Committee or its Hearings Committee. Up to twelve Panel members appointed by the Panel under paragraph (iii) above are designated as members of the Code Committee. The Panel may appoint designated alternates for such members of the Code Committee. One designated alternate may act as a member of the Panel (or the Code Committee) in a relevant memberʼs place when he is unavailable. Up to eight Panel members appointed by the Panel under paragraph (iii) above are designated as members of the Hearings Committee. The Panel may appoint designated alternates for such members of the Hearings Committee. One designated alternate may act as a member of the Panel (or the Hearings Committee) in a relevant memberʼs place when he is unavailable. The Panel members appointed by the bodies under paragraph (iv) above become members of the Panelʼs Hearings Committee without further designation by the Panel. Each of these bodies may appoint designated alternates for its appointees. One designated alternate may act as a member of the Panel (or the Hearings Committee) in the relevant memberʼs place when he is unavailable. In performing their functions on the Hearings Committee, these members (and their alternates) act independently of the body which has appointed them (and not as that bodyʼs agent or delegate) and exercise their own judgment as to how to perform their functions and how to vote. 2.11.09
INTRODUCTION CONTINUED Details of the Panel and its Committees, and the names of members of the Panel and the designated alternates, are available on the Panelʼs website. (b) The Code Committee The Code Committee represents a spread of shareholder, corporate, practitioner and other interests within the Panelʼs regulated community. Up to twelve members of the Panel are designated by the Panel as members of the Code Committee. Its membership from time to time and Terms of Reference are available on the Panelʼs website. The Code Committee carries out the rule-making functions of the Panel and is solely responsible for keeping the Code (other than those matters set out in sections 1, 2(a) and (b), 4(a), (b) and (c), 5, 7, 8, 13, 14, 15 and 16 of the Introduction, which are the responsibility of the Panel) under review and for proposing, consulting on, making and issuing amendments to those parts of the Code. The Code Committeeʼs consultation procedures are set out in its Terms of Reference. Amendments to those matters set out in sections 1, 2(a) and (b), 4(a), (b) and (c), 5, 7, 13, 14, 15 and 16 of the Introduction will usually be issued by the Panel. Amendments to those matters set out in section 8 of the Introduction will be agreed by the Takeover Appeal Board and will be issued by the Panel with immediate effect. Matters leading to possible amendment to the Code might arise from a number of sources, including specific cases which the Panel has considered, market developments or particular concerns of those operating within the markets. Once it has agreed that a particular matter is to be pursued, the Code Committee will prepare and publish a Public Consultation Paper (ʻʻPCPʼʼ) seeking the views of interested parties on the proposals and setting out the background to, reasons for and (where available) full text of the proposed amendment. Consultation periods in relation to PCPs vary depending on the complexity of the subject, but will usually be between one and two months. Following the end of the consultation period, the Code Committee will publish its conclusions on the proposed amendment, taking account of the responses to the PCP received, together with the final Code amendments in a Response Statement (ʻʻRSʼʼ). It is the Code Committeeʼs policy to make copies of all non-confidential responses it receives to a PCP available on request. In certain exceptional cases, the Code Committee might consider it necessary to amend the Code on an expedited basis, for example because a particular market development appears to the Code Committee to require that the proposed amendment be made more quickly than the usual public consultation process would permit. In such cases, the Code Committee will publish the amendment with immediate effect and without prior formal consultation, followed in due course by a PCP seeking views on the 1.10.09 A9
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Page 7 and 8: CONTENTS CONTINUED 2.7 Consequences
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SECTION J. DOCUMENTS FROM THE OFFER
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