4Related bodies corporate

#### 4 Related bodies corporate (1) Where a body corporate: (a) is the holding company of another body corporate; (b) is a subsidiary of another body corporate; or (c) is a subsidiary of the holding company of another body corporate; that first‑mentioned body corporate and that other body corporate shall, for the purposes of this Act, be deemed to be related to each other. (2) For the purposes of this section, a body corporate shall, subject to subsection (4), be deemed to be a subsidiary of another body corporate if: (a) that other body corporate: (i) controls the composition of the board of directors of the first‑mentioned body corporate; (ii) is in a position to cast, or control the casting of, more than one‑half of the maximum number of votes that might be cast at a general meeting of the first‑mentioned body corporate; or (iii) holds more than one‑half of the issued share capital of the first‑mentioned body corporate (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); or (b) the first‑mentioned body corporate is a subsidiary of any body corporate that is that other body corporate’s subsidiary (including a body corporate that is that other body corporate’s subsidiary by another application or other applications of this paragraph). (3) Without limiting by implication the circumstances in which the composition of a body corporate’s board of directors is to be taken to be controlled by another body corporate, the composition of a body corporate’s board of directors shall be taken to be controlled by another body corporate if that other body corporate, by the exercise of some power exercisable by it with or without the consent or concurrence of any other person, can appoint or remove all or a majority of the directors, and for the purposes of this provision that other body corporate shall be deemed to have power to make such an appointment if: (a) a person cannot be appointed as a director without the exercise in his favour by that other body corporate of such a power; or (b) a person’s appointment as a director follows necessarily from his being an officer of that other body corporate. (4) In determining whether a body corporate is a subsidiary of another body corporate: (a) any shares held or power exercisable by that other body corporate 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 a nominee for that other body corporate (except where that other body corporate is concerned only in a fiduciary capacity); or (ii) by, or by a nominee for, a subsidiary of that other body corporate, not being a subsidiary that is concerned only in a fiduciary capacity; shall be treated as held or exercisable by that other body corporate; (c) any shares held or power exercisable by any person by virtue of the provisions of any debentures of the first‑mentioned body corporate, or of a trust deed for securing any issue of such debentures, shall be disregarded; and (d) any shares held or power exercisable by, or by a nominee for, that other body corporate or its subsidiary (not being held or exercisable as mentioned in paragraph (c)) shall be treated as not held or exercisable by that other body corporate if the ordinary business of that other body corporate or its subsidiary, as the case may be, includes the lending of money and the shares are held or the power is exercisable only by way of security given for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money, not being a transaction entered into with an associate of the other body corporate or its subsidiary. (5) A reference in this section to the holding company of a body corporate shall be read as a reference to a body corporate of which that other body corporate is a subsidiary. (6) In this section, debenture includes debenture stock, bonds, notes and any other document evidencing or acknowledging indebtedness of a body corporate in respect of money that is or may be deposited with or lent to the body corporate, whether constituting a charge on property of the body corporate or not.