Document ID: chunk:federal_register_of_legislation:C2004A02018:body:0:p46
Version: federal_register_of_legislation:C2004A02018
Segment Type: other
Provision Reference: 
Character Range: 113523–116385

an incorporated company—
      (a) is the holding company of another incorporated company;
      (b) is a subsidiary of another incorporated company; or

      (c) is a subsidiary of the holding company of another incorporated company,
the first-mentioned incorporated company and that other incorporated company shall, for the purposes of this Division, be deemed to be related to each other.
"(4) Subject to sub-sections (5) and (7)—
      (a) an incorporated company shall be deemed to be a subsidiary of another incorporated company if that other company—
          (i) controls the composition of the board of directors of the first-mentioned company;
          (ii) controls more than one-half of the voting power at a general meeting of the first-mentioned company; or
          (iii) holds more than one-half of the issued shares in the first-mentioned company (excluding any shares that carry no right to participate beyond a specified amount in a distribution of either profits or capital); and
      (b) an incorporated company shall be deemed to be a subsidiary of another incorporated company if the first-mentioned company is a subsidiary of any incorporated company that is that other company's subsidiary (including a company that is that other company's subsidiary by another application or other applications of this paragraph).
"(5) For the purposes of sub-section (4), the composition of the board of directors of an incorporated company shall be deemed to be controlled by another incorporated company if that other company by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove all or a majority of the directors.
"(6) For the purposes of sub-section (5), an incorporated company shall be deemed to have power to make an appointment to the board of directors of another incorporated company—
      (a) if a person cannot be appointed as such a director without the exercise by that first-mentioned company of some power exercisable by it without the consent or concurrence of any other person; or
      (b) if the appointment of a person as a director of that other company necessarily follows from his being a director or other officer of that first-mentioned company.
"(7) In determining whether an incorporated company is a subsidiary of another incorporated company—
      (a) any shares held or powers exercisable by that other company in a fiduciary capacity shall be treated as not held or exercisable by it;
      (b) subject to paragraphs (c) and (d), any shares held or power exercisable—
          (i) by any person as a nominee for that other company (except where that other company is concerned only in a fiduciary capacity); or
          (ii) by, or by a nominee for, a subsidiary of that other company, not being a subsidiary that is concerned only in a